Know Labs, Inc. Files 8-K with Material Agreement

TL;DR

KNOW filed an 8-K on Aug 7th for a material agreement - big news pending!

AI Summary

On August 7, 2024, KNOW LABS, INC. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also provided a Regulation FD Disclosure and filed financial statements and exhibits. This report was filed on August 13, 2024.

Why It Matters

This 8-K filing indicates a significant development for Know Labs, Inc. with the execution of a material definitive agreement, which could impact its business operations and future prospects.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement introduces uncertainty and potential risk.

Key Players & Entities

• KNOW LABS, INC. (company) — Registrant
• August 7, 2024 (date) — Date of earliest event reported
• August 13, 2024 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• 001-37479 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.001 K — ch registered Common Stock, par value $0.001 KNW NYSE American LLC Indicate by chec
• $0.001 — f the Company's common stock, par value $0.001 per share (the "Common Stock"), and one
• $0.26 — mon Stock at an exercise price equal to $0.26 per share of Common Stock (each a "Warr
• $3.445 m — eds from the Offering are approximately $3.445 million, or approximately $3.961 million
• $3.961 million — mately $3.445 million, or approximately $3.961 million if the Representatives exercise in full
• $0 — ffering at a per Unit exercise price of $0.26, which is equal to the public offeri

Filing Documents

• knwn_8k.htm (8-K) — 36KB
• knwn_ex11.htm (EX-1.1) — 238KB
• knwn_ex41.htm (EX-4.1) — 110KB
• knwn_ex42.htm (EX-4.2) — 84KB
• knwn_ex43.htm (EX-4.3) — 84KB
• knwn_ex44.htm (EX-4.4) — 109KB
• knwn_ex991.htm (EX-99.1) — 12KB
• knwn_ex992.htm (EX-99.2) — 12KB
• knwn_ex991img1.jpg (GRAPHIC) — 4KB
• knwn_ex992img1.jpg (GRAPHIC) — 4KB
• 0001654954-24-010379.txt ( ) — 998KB
• knwn-20240807.xsd (EX-101.SCH) — 6KB
• knwn-20240807_lab.xml (EX-101.LAB) — 14KB
• knwn-20240807_cal.xml (EX-101.CAL) — 1KB
• knwn-20240807_pre.xml (EX-101.PRE) — 9KB
• knwn-20240807_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 August 7, 2024, Know Labs, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Boustead Securities, LLC and The Benchmark Company, LLC, as representatives (the "Representatives") of the underwriters named therein, relating to the Company's registered public offering (the "Offering") of 13,250,000 units (the "Units") consisting of one share of the Company's common stock, par value $0.001 per share (the "Common Stock"), and one warrant to purchase one share of Common Stock at an exercise price equal to $0.26 per share of Common Stock (each a "Warrant" and collectively, the "Warrants"). The public offering price was $0.26 per Unit. The underwriters agreed to purchase 13,250,000 Units at a 7.0% discount to the public offering price. The Company granted the Representatives a 30-day option to purchase up to an additional 1,987,500 shares of Common Stock and 1,987,500 Warrants to cover over-allotments, if any. The gross proceeds from the Offering are approximately $3.445 million, or approximately $3.961 million if the Representatives exercise in full their over-allotment option, before deducting underwriting discounts and commissions and other offering expenses. On August 8, 2024, the Representatives partially exercised their over-allotment option to purchase 1,987,500 Warrants. The Offering closed on August 9, 2024. Pursuant to the Underwriting Agreement, the Company granted to the Representatives, or their affiliate, as a portion of the underwriting compensation payable thereunder, Unit Purchase Options (the "Representatives' Options") to purchase Units equal to an aggregate of 7.0% of the number of Units issued in the Offering at a per Unit exercise price of $0.26, which is equal to the public offering price per Unit sold in the Offering. The Representatives Options are exercisable 180 days after August 7, 2024 and will expire on August 7, 2029. The Units were issued

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 8, 2024, the Company issued a press release announcing that it had priced the Offering, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On August 12, 2024, the Company issued a press release announcing that it had closed the Offering, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K. -2-

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit 1.1 Underwriting Agreement, dated August 7, 2024, between the Company, Boustead Securities, LLC and The Benchmark Company, LLC, as representatives of the underwriters named therein 4.1 Form of Warrant 4.2 Unit Purchase Option, dated August 9, 2024, between the Company and Sutter Securities Group, Inc. 4.3 Unit Purchase Option, dated August 9, 2024, between the Company and The Benchmark Company, LLC 4.4 Warrant Agency Agreement, August 9, 2024, between the Company and Equity Trust Company, LLC 99.1 Press Release issued by the Company on August 8, 2024 99.2 Press Release issued by the Company on August 12, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -3-

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: August 13, 2024 KNOW LABS, INC. /s/ Ronald P. Erickson Name: Ronald P. Erickson Title: Chairman of the Board -4-

View Full Filing

View this 8-K filing on SEC EDGAR