Know Labs Amends 8-K Filing on Convertible Note

TL;DR

Know Labs amended its 8-K to clarify a $1M convertible note deal from Feb 27.

AI Summary

Know Labs, Inc. filed an 8-K/A on March 6, 2024, to amend its previous filing regarding a material definitive agreement. The amendment clarifies details related to the creation of a direct financial obligation and unregistered sales of equity securities, specifically concerning a convertible promissory note issued on February 27, 2024, with a principal amount of $1,000,000.

Why It Matters

This amendment provides updated details on a significant financial obligation for Know Labs, Inc., impacting its capital structure and potential future dilution.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings can indicate complexities or changes in previously disclosed material events, potentially affecting investor confidence.

Key Numbers

• $1.0M — Convertible Note Principal (Amount of the financial obligation detailed in the amendment.)
• 20240227 — Note Issuance Date (Date the convertible promissory note was issued.)

Key Players & Entities

• KNOW LABS, INC. (company) — Registrant
• February 27, 2024 (date) — Date of convertible promissory note issuance
• $1,000,000 (dollar_amount) — Principal amount of the convertible promissory note

FAQ

Key Financial Figures

• $0.001 K — ch registered Common Stock, par value $0.001 KNW NYSE American LLC Indicate by chec
• $14,400,000 — Million Four Hundred Thousand Dollars ($14,400,000) for an aggregate purchase price equal
• $12,000,000 — equal to up to Twelve Million Dollars ($12,000,000) (the "Offering") and Common Stock purc
• $4,800,000 — Million Eight Hundred Thousand Dollars ($4,800,000) in exchange for a purchase price of Fo
• $4,000,000 — purchase price of Four Million Dollars ($4,000,000), that is convertible into shares of th
• $1.00 — stock at an initial conversion price of $1.00 per share, subject to adjustment (the "
• $0.80 — n stock at an initial exercise price of $0.80 per share, subject to adjustment (each,
• $240,000 — te principal amount of such Note or (y) $240,000, until the outstanding principal amount
• $750,000 — he amount of such monthly payment up to $750,000 which increase would be paid only in sh
• $250,000 — ness or adverse judgements in excess of $250,000, the failure of the Company to instruct
• $15 million — ompany's market capitalization is below $15 million for consecutive 10 days. The Warrant m
• $200,000 — o pay the Placement Agent a cash fee of $200,000 and to issue to the Placement Agent 102

Filing Documents

• knwn_8ka.htm (8-K/A) — 43KB
• 0001654954-24-002730.txt ( ) — 173KB
• knwn-20240227.xsd (EX-101.SCH) — 6KB
• knwn-20240227_lab.xml (EX-101.LAB) — 15KB
• knwn-20240227_cal.xml (EX-101.CAL) — 1KB
• knwn-20240227_pre.xml (EX-101.PRE) — 9KB
• knwn-20240227_def.xml (EX-101.DEF) — 2KB
• knwn_8ka_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 27, 2024, Know Labs, Inc. (the "Company") (a) entered into a securities purchase agreement (the "Securities Purchase Agreement") with Lind Global Fund II, LP ("Lind"), pursuant to which the Company may issue Lind one or more senior convertible notes (the "Notes") in the aggregate principal amount of up to Fourteen Million Four Hundred Thousand Dollars ($14,400,000) for an aggregate purchase price equal to up to Twelve Million Dollars ($12,000,000) (the "Offering") and Common Stock purchase warrants (the "Warrants") and (b) issued to Lind an initial Note with an outstanding principal amount of Four Million Eight Hundred Thousand Dollars ($4,800,000) in exchange for a purchase price of Four Million Dollars ($4,000,000), that is convertible into shares of the Company's common stock at an initial conversion price of $1.00 per share, subject to adjustment (the "Note Shares"), and an initial Warrant to purchase up to 6,000,000 shares of the Company's common stock at an initial exercise price of $0.80 per share, subject to adjustment (each, a "Warrant Share," together with each Note, the Note Shares and the Warrants, the "Securities"). The Notes do not carry any interest. Beginning on the date that is 120 days from the issuance date of each Note and on each one (1) month anniversary thereafter for 20 months, the Company shall pay Lind an amount equal to the greater of (x) 5% of the aggregate principal amount of such Note or (y) $240,000, until the outstanding principal amount of such Note has been paid in full prior to or on its maturity date or, if earlier, upon acceleration, conversion or redemption of such Note in accordance with the terms thereof (the "Monthly Payments"). At the Company's discretion, the Monthly Payments shall be made in (i) cash, (ii) shares of the Company's common stock, or (iii) a combination of cash and shares; if made in shares, the number of shares shall be determined by dividin

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of Lind in the Securities Purchase Agreement, the offering and sale of the Securities to Lind was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D under the Securities Act and corresponding provisions of state securities or "blue sky" laws. The Placement Agent Shares were also issued in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D under the Securities Act and corresponding provisions of state securities or "blue sky" laws. None of the Securities nor the Placement Agent Shares have been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the Securities did not involve a public offering and was made without general solicitation or general advertising. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company. - 3 -

01 Other Events

Item 8.01 Other Events. The Company issued a press release on February 29, 2024 announcing the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit 10.1 Securities Purchase Agreement(1) 10.2 Form of Note(1) 10.3 Form of Warrant(1) 10.4 Security Agreement(1) 10.5 Guaranty(1) 99.1 Press Release(1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) (1) Incorporated by reference to the Company's Current Report on Form 8-K, filed February 29, 2024. - 4 -

SIGNATURES

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 hereunto duly authorized. Date: March 6, 2024 KNOW LABS, INC. /s/ Ronald P. Erickson Name: Ronald P. Erickson Title: Chairman of the Board - 5 -

View Full Filing

View this 8-K/A filing on SEC EDGAR