Know Labs Enters Material Definitive Agreement

TL;DR

Know Labs just signed a big deal, filing shows.

AI Summary

On December 12, 2024, KNOW LABS, INC. entered into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company was formerly known as VISUALANT INC.

Why It Matters

This filing indicates a significant new contract or partnership for Know Labs, Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new opportunities but also potential risks and obligations for the company.

Key Players & Entities

• KNOW LABS, INC. (company) — Registrant
• VISUALANT INC (company) — Former company name
• December 12, 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
• $0.24 — mon Stock at an exercise price equal to $0.24 per share of Common Stock (each a "Warr
• $300,000 — nit, for an aggregate purchase price of $300,000. The aggregate gross proceeds to the Co
• $300,000, b — ffering is expected to be approximately $300,000, before deducting fees payable to the plac

Filing Documents

• knwn_8k.htm (8-K) — 36KB
• knwn_ex41.htm (EX-4.1) — 106KB
• knwn_ex42.htm (EX-4.2) — 106KB
• knwn_ex51.htm (EX-5.1) — 13KB
• knwn_ex101.htm (EX-10.1) — 48KB
• knwn_ex991.htm (EX-99.1) — 10KB
• knwn_ex991img1.jpg (GRAPHIC) — 4KB
• knwn_ex51img2.jpg (GRAPHIC) — 2KB
• knwn_ex51img1.jpg (GRAPHIC) — 3KB
• 0001654954-24-015668.txt ( ) — 533KB
• knwn-20241212.xsd (EX-101.SCH) — 6KB
• knwn-20241212_lab.xml (EX-101.LAB) — 14KB
• knwn-20241212_cal.xml (EX-101.CAL) — 1KB
• knwn-20241212_pre.xml (EX-101.PRE) — 9KB
• knwn-20241212_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 December 12, 2024, we entered into Subscription Agreements with certain investors (the "Subscription Agreements") for a registered direct offering (the "Offering") of 1,250,000 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 $0.24 per share of Common Stock (each a "Warrant" and collectively, the "Warrants"), at an offering price of $0.24 per Unit, for an aggregate purchase price of $300,000. The aggregate gross proceeds to the Company from the Offering is expected to be approximately $300,000, before deducting fees payable to the placement agent and advisors and other estimated offering expenses payable by the Company, and excluding the proceeds from any exercise of the Warrants. The Company has engaged Boustead Securities, LLC to act as its placement agent (the "Placement Agent") in the Offering. The Company has agreed to pay to the Placement Agent a cash fee equal to 7% of the aggregate gross proceeds from the Offering. The Company also has agreed to issue to the Placement Agent a warrant (the "Placement Agent Warrant"), exercisable to purchase 87,500 shares of Common Stock, representing 7% of the Units purchased in the Offering, at an exercise price of $0.24 per share, which is equal to 100% of the price of the Units in the Offering. Additionally, pursuant to an Underwriting Agreement, dated August 7, 2024, with Boustead Securities, LLC and The Benchmark Company, LLC ("Benchmark" or the "advisor"), we have agreed that Benchmark has the right to act as investment banker, book runner and/or placement agent, at its discretion, for certain of our future public and private equity offerings, including the Offering. Benchmark has agreed to waive its right to act in such capacity in connection with this offering in exchange for a cash fee of 3.5% of the ag

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On December 13, 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, December 16, 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 December 13, 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: December 17, 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