Know Labs 8-K: Director Changes, Officer Appointments, Bylaw Updates

TL;DR

Know Labs 8-K dropped: Board shakeup, new officers, bylaws changed, and votes are coming. Big changes afoot.

AI Summary

Know Labs, Inc. filed an 8-K on October 30, 2024, reporting on several key events as of October 25, 2024. The filing covers the departure of directors or certain officers, the election of directors, the appointment of certain officers, and updates to compensatory arrangements. It also includes information on amendments to articles of incorporation or bylaws, changes in fiscal year, and the submission of matters to a vote of security holders. Financial statements and exhibits are also part of this comprehensive report.

Why It Matters

This 8-K filing indicates significant corporate governance and operational changes within Know Labs, Inc., which could impact its strategic direction and investor relations.

Risk Assessment

Risk Level: medium — The filing details significant corporate governance changes, including director and officer appointments and potential bylaw amendments, which can introduce uncertainty and affect business operations.

Key Players & Entities

• KNOW LABS, INC. (company) — Registrant
• October 25, 2024 (date) — Earliest event reported date
• October 30, 2024 (date) — Filing date
• 0001654954-24-013513 (accession_number) — SEC Filing Accession Number

FAQ

Key Financial Figures

• $0.001 K — ch registered Common Stock, par value $0.001 KNW NYSE American LLC Indicate by chec

Filing Documents

• knwn_8k.htm (8-K) — 46KB
• knwn_ex31.htm (EX-3.1) — 2KB
• knwn_ex101.htm (EX-10.1) — 150KB
• knwn_ex31img3.jpg (GRAPHIC) — 74KB
• knwn_ex31img2.jpg (GRAPHIC) — 179KB
• knwn_ex31img1.jpg (GRAPHIC) — 239KB
• 0001654954-24-013513.txt ( ) — 1039KB
• knwn-20241025.xsd (EX-101.SCH) — 6KB
• knwn-20241025_lab.xml (EX-101.LAB) — 15KB
• knwn-20241025_cal.xml (EX-101.CAL) — 1KB
• knwn-20241025_pre.xml (EX-101.PRE) — 9KB
• knwn-20241025_def.xml (EX-101.DEF) — 2KB
• knwn_8k_htm.xml (XML) — 4KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described under Item 5.07 of this Current Report on Form 8-K, on October 25, 2024 at the Special Meeting the stockholders of the Company approved a proposed amendment to the Company's certificate of incorporation to increase the Company's authorized shares of common stock from 200 million shares to 300 million shares (the "Amendment"). The Amendment was filed with the Nevada Secretary of State on October 29, 2024, and became effective on that date. The full text of the Amendment is also filed herewith as Exhibit 3.1 and is incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On October 25, 2024, a Special Meeting of the stockholders the Company was held. As of September 12, 2024, the record date, there were 108,001,782 shares of common stock outstanding and 1,487,755 shares of common stock that can be voted on an as-if-converted basis from shares of preferred stock, for a total of 109,489,537 shares eligible to vote at this meeting. Proxies representing 63,149,072 shares have been signed and delivered. This constitutes 57.7% of the total shareholders of the Company, which represents a quorum. Each of the matters considered at the meeting was described in detail in the definitive proxy statement on Schedule 14A that the Company filed with the Securities and Exchange Commission on October 7, 2024. - 2 - Proposal No. 1 - Approved an amendment to our Articles of Incorporation to increase the number of authorized shares of Common Stock from 200 million to 300 million. Motion Description Vote Shares 1 Approve an amendment to our Articles of Incorporation to increase the number of authorized shares of Common Stock from 200 million to 300 million. For 57,508,075 Against 5,428,192 Withheld 212,805 Broker Non-Votes - Proposal No. 2 - To approve an amendment to the Know Labs, Inc. 2021 Equity Incentive Plan (the "2021 Plan") to increase the number of shares of Common Stock authorized for issuance under the 2021 Plan to 40,000,000. Motion Description Vote Shares 2 Approve an amendment to the Know Labs, Inc. 2021 Equity Incentive Plan (the "2021 Plan") to increase the number of shares of Common Stock authorized for issuance under the 2021 Plan to 40,000,000 For 19,743,756 Against 7,447,133 Withheld 335,707 Broker Non-Votes 35,622,476 Proposal No. 3 - Approved to consider and vote upon adjournment of the Special Meeting in order to solicit additional proxies if there are not sufficient shares to be voted in favor of any of the foregoing proposals at th

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to Articles of Incorporation 10.1 2021 Know Labs Inc. Equity Incentive Plan, as amended 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: October 30, 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