Know Labs Enters Material Definitive Agreement

TL;DR

Know Labs just signed a big deal, filing an 8-K on it.

AI Summary

Know Labs, Inc. announced on August 15, 2024, that it has entered into a material definitive agreement. The company also disclosed information related to Regulation FD and filed financial statements and exhibits.

Why It Matters

This filing indicates a significant new development for Know Labs, Inc., potentially impacting its business operations and future financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, the specifics of which are not detailed in this initial filing.

Key Players & Entities

• KNOW LABS, INC. (company) — Registrant
• August 15, 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 — 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
• $1,655,000 — nit, for an aggregate purchase price of $1,655,000. Pursuant to our Underwriting Agreement

Filing Documents

• knwn_8k.htm (8-K) — 35KB
• knwn_ex41.htm (EX-4.1) — 98KB
• knwn_ex42.htm (EX-4.2) — 74KB
• knwn_ex51.htm (EX-5.1) — 9KB
• knwn_ex101.htm (EX-10.1) — 43KB
• knwn_ex991.htm (EX-99.1) — 12KB
• knwn_ex51img1.jpg (GRAPHIC) — 8KB
• knwn_ex991img1.jpg (GRAPHIC) — 4KB
• 0001654954-24-010805.txt ( ) — 478KB
• knwn-20240815.xsd (EX-101.SCH) — 6KB
• knwn-20240815_lab.xml (EX-101.LAB) — 14KB
• knwn-20240815_cal.xml (EX-101.CAL) — 1KB
• knwn-20240815_pre.xml (EX-101.PRE) — 9KB
• knwn-20240815_def.xml (EX-101.DEF) — 2KB
• knwn_8k_htm.xml (XML) — 4KB

Forward-Looking Statements

Forward-Looking Statements Any statements that are not historical fact (including, but not limited to statements that contain words such as "may," "will," "believes," "plans," "intends," "anticipates," "expects," "estimates") should also be considered to be forward-looking statements. Additional factors that could cause actual results to differ materially from the results anticipated in these forward-looking statements are contained in Know Labs, Inc.'s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission ("SEC") under the heading "Risk Factors" and in other filings that Know Labs may make with the SEC. Undue reliance should not be placed on these forward-looking statements which speak only as of the date they are made, and the facts and assumptions underlying these statements may change. Except as required by law, Know Labs disclaims any intent or obligation to update these forward-looking statements. References to "Know Labs," "we," "us," and "our" are references to Know Labs, Inc.

01 - Entry Into a Material Definitive Agreement

Item 1.01 - Entry Into a Material Definitive Agreement On August 15, 2024, we entered into Subscription Agreements with certain investors (the "Subscription Agreements") for a registered direct offering (the "Offering") of 6,365,385 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"), at an offering price of $0.26 per Unit, for an aggregate purchase price of $1,655,000. Pursuant to our Underwriting Agreement, dated August 7, 2024, with Boustead Securities, LLC and The Benchmark Company, LLC (collectively the "Advisors"), we granted to each of the Advisors a right of first refusal to act as investment banker, book runner and/or placement agent, at their discretion, for each of our future public and private equity offerings. As compensation for the Advisors' services in connection with this Offering, we have agreed to pay to the Advisors a cash fee of 5% of the aggregate gross proceeds of this Offering and to issue to the Advisors Warrants to purchase 636,538 shares of our common stock. We currently intend to use the net proceeds from the offering primarily to continue product development of the KnowU glucose monitoring products, including sales and marketing efforts and clinical studies, intellectual property development, and for operating expenses and working capital purposes. Our management will have broad discretion in the way that we use the net proceeds of this offering and we may use the proceeds for purposes that are not contemplated at the time of the Offering. Pending the final application of the net proceeds of this offering, we intend to invest the net proceeds of this Offering in shortterm, interestbearing, investmentgrade securities. The Subscription Agreements contain customary representations, warranties and agre

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 16, 2024, the Company issued a press release announcing the Offering, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit 10.1 Form of Subscription Agreement 4.1 Form of Warrant 4.2 Warrant Agency Agreement, August 15, 2024, between the Company and Equinity Trust Company, LLC 5.1 Opinion of Counsel 23.1 Consent of Counsel (included in Exhibit 5.1) 99.1 Press Release dated August 16, 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 16, 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