Know Labs Enters Material Definitive Agreement

TL;DR

KNOW signed a big deal on Dec 31st, filing shows.

AI Summary

Know Labs, Inc. announced on December 31, 2024, that it entered into a Material Definitive Agreement. The filing also includes financial statements and exhibits related to this agreement. The company, formerly known as Visualant Inc., is incorporated in Nevada and headquartered in Seattle, Washington.

Why It Matters

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

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and the specifics of this agreement are not detailed in the provided excerpt.

Key Players & Entities

• Know Labs, Inc. (company) — Registrant
• December 31, 2024 (date) — Date of earliest event reported
• Visualant Inc. (company) — Former company name
• Nevada (jurisdiction) — State of incorporation
• Seattle, Washington (location) — Business address

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 Sales Agreement.

Filing Documents

• knwn_8k.htm (8-K) — 31KB
• knwn_ex11.htm (EX-1.1) — 233KB
• knwn_ex51.htm (EX-5.1) — 9KB
• knwn_ex51img2.jpg (GRAPHIC) — 3KB
• 0001654954-24-016026.txt ( ) — 460KB
• knwn-20241231.xsd (EX-101.SCH) — 6KB
• knwn-20241231_lab.xml (EX-101.LAB) — 14KB
• knwn-20241231_cal.xml (EX-101.CAL) — 1KB
• knwn-20241231_pre.xml (EX-101.PRE) — 9KB
• knwn-20241231_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 December 31, 2024, Know Labs, Inc. (the "Company") entered into a Capital on Demand Sales Agreement (the "Sales Agreement") with JonesTrading Institutional Services LLC ("Jones") 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 Jones 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 11, 2024, as supplemented by a prospectus supplement dated December 31, 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 Sales Agreement. Under the terms of the Sales Agreement, the Company will not issue or sell through Jones 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 Sales Agreement, Jones 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 Jones. Jones

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit 1.1 Capital on Demand Sales Agreement, dated December 31, 2024, by and between Know Labs, Inc. and JonesTrading Institutional Services 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: December 31, 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