Know Labs Enters Material Definitive Agreement

TL;DR

Know Labs just signed a big deal, details TBD.

AI Summary

Know Labs, Inc. announced on March 20, 2024, that it has entered into a material definitive agreement. The filing does not disclose specific details of the agreement, such as the counterparty or financial terms, but indicates it is a significant event for the company.

Why It Matters

This filing signals a significant development for Know Labs, Inc., potentially impacting its future operations, partnerships, or financial standing.

Risk Assessment

Risk Level: medium — The lack of specific details in the 8-K filing regarding the material definitive agreement introduces uncertainty and potential risk.

Key Players & Entities

• KNOW LABS, INC. (company) — Registrant
• March 20, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 K — ch registered Common Stock, par value $0.001 KNW NYSE American LLC Indicate by chec
• $0.001 — l shares of its common stock, par value $0.001 per share (the "Shares"), through or to
• $5,000,000 — y may offer and sell up to a maximum of $5,000,000 of Shares under the ATM program. Unde

Filing Documents

• knwn_8k.htm (8-K) — 31KB
• knwn_ex11.htm (EX-1.1) — 199KB
• knwn_ex51.htm (EX-5.1) — 10KB
• knwn_ex51img3.jpg (GRAPHIC) — 2KB
• knwn_ex51img1.jpg (GRAPHIC) — 3KB
• 0001654954-24-003437.txt ( ) — 422KB
• knwn-20240320.xsd (EX-101.SCH) — 6KB
• knwn-20240320_lab.xml (EX-101.LAB) — 14KB
• knwn-20240320_cal.xml (EX-101.CAL) — 1KB
• knwn-20240320_pre.xml (EX-101.PRE) — 9KB
• knwn-20240320_def.xml (EX-101.DEF) — 2KB
• knwn_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On March 20, 2024, Know Labs, Inc. (the "Company") entered into an At the Market Offering Agreement (the "ATM Agreement") with The Benchmark Company, LLC ("Benchmark"), as sales agent, pursuant to which the Company may, from time to time, offer and sell shares of its common stock, par value $0.001 per share (the "Shares"), through or to Benchmark as its sales agent or manager. The offer and sale of the Shares will be made pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-276246) (the "Registration Statement") filed with the U.S. Securities and Exchange Commission ("SEC") on December 22, 2023 and declared effective by the SEC on January 5, 2024, as supplemented by a prospectus supplement dated March 20, 2024 and filed with the SEC pursuant to Rule 424(b) (the "Prospectus Supplement") under the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to the Prospectus Supplement, the Company may offer and sell up to a maximum of $5,000,000 of Shares under the ATM program. Under the terms of the ATM Agreement, the Company will not issue or sell through Benchmark such number or dollar amount of shares of common stock that would exceed the number or dollar amount of shares of common stock registered and available on the Registration Statement, exceed the number of authorized but unissued shares of common stock, or exceed the number or dollar amount of shares of common stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable). Pursuant to the ATM Agreement, Benchmark may sell the Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) of the Securities Act, including in negotiated transactions, block trades or bought sales. Sales of the Shares, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with Benchmark. Benchmark will

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit 1.1 At the Market Offering Agreement, dated March 20, 2024, by and between Know Labs, Inc. and The Benchmark Company, LLC 5.1 Opinion of Dentons Durham Jones Pinegar P.C. 23.1 Consent of Dentons Durham Jones Pinegar P.C. (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) - 2 -

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 20, 2024 KNOW LABS, INC. /s/ Ronald P. Erickson Name: Ronald P. Erickson Title: Chairman of the Board - 3 -

View Full Filing

View this 8-K filing on SEC EDGAR