Know Labs 8-K: Agreements, Equity Sales, Control Changes

TL;DR

Know Labs 8-K drops: deals made & broken, new shares sold, control might've shifted.

AI Summary

Know Labs, Inc. filed an 8-K on August 7, 2025, reporting several material events. These include entering into and terminating definitive agreements, unregistered sales of equity securities, changes in control, departures and appointments of officers and directors, amendments to articles of incorporation, and other events. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for Know Labs, Inc., including potential shifts in control and the issuance of new equity, which could impact existing shareholders.

Risk Assessment

Risk Level: medium — The filing details unregistered equity sales and potential changes in control, which can introduce uncertainty and risk for investors.

Key Players & Entities

• KNOW LABS, INC. (company) — Registrant
• 0001074828 (company) — Central Index Key
• NV (company) — State of Incorporation
• SEATTLE (company) — City
• WA (company) — State
• VISUALANT INC (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 K — ch registered Common Stock, par value $0.001 KNW NYSE American LLC Indicate by chec
• $0.001 — Shares") of its common stock, par value $0.001 per share (the "Common Stock") to the B
• $0.335 — Buyer, at a per Share purchase price of $0.335 in exchange for aggregate purchase pric
• $15 million — Shares of: (i) 1,000 Bitcoin, and (ii) $15 million in cash (together the "Purchase Price")
• $2,354,625 — upon the Company's repayment in full of $2,354,625 inclusive of all prepayment penalties i
• $75,000 — upon the Company's repayment in full of $75,000 in cash. The interest payable on the 20
• $375,000 — he Company for an annual base salary of $375,000. Mr. Erickson will be eligible to recei
• $400,000 — 12 months of his annual base salary of $400,000, less applicable withholdings and deduc
• $250 million — ompany, DMSC, public on the Nasdaq with $250 million in revenue and 3,200 staff globally. He
• $1 — led to receive an annual base salary of $1 per annum for Mr. Kidd, and $320,000 pe
• $320,000 — alary of $1 per annum for Mr. Kidd, and $320,000 per annum for each of Ms. Payne and Mr.

Filing Documents

• knwn_8k.htm (8-K) — 91KB
• knwn_ex31.htm (EX-3.1) — 6KB
• knwn_ex101.htm (EX-10.1) — 55KB
• knwn_ex102.htm (EX-10.2) — 59KB
• knwn_ex103.htm (EX-10.3) — 104KB
• knwn_ex104.htm (EX-10.4) — 104KB
• knwn_ex105.htm (EX-10.5) — 107KB
• knwn_ex106.htm (EX-10.6) — 50KB
• knwn_ex107.htm (EX-10.7) — 48KB
• knwn_ex108.htm (EX-10.8) — 56KB
• knwn_ex991.htm (EX-99.1) — 15KB
• knwn_ex992.htm (EX-99.2) — 107KB
• knwn_8kimg1.jpg (GRAPHIC) — 4KB
• 0001654954-25-009164.txt ( ) — 1134KB
• knwn-20250806.xsd (EX-101.SCH) — 5KB
• knwn-20250806_lab.xml (EX-101.LAB) — 15KB
• knwn-20250806_cal.xml (EX-101.CAL) — 1KB
• knwn-20250806_pre.xml (EX-101.PRE) — 9KB
• knwn-20250806_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 Purchase Agreement As previously reported in the Current Report on Form 8-K dated June 6, 2025, Know Labs, Inc., a Nevada corporation (the "Company") entered into a Securities Purchase Agreement, dated June 5, 2025 (the "Purchase Agreement"), with Goldeneye 1995 LLC, a Nevada limited liability company (the "Buyer"), in connection with a private placement (the "Private Placement"). On August 6, 2025 (the "Closing Date"), the closing of the Private Placement occurred in accordance with the terms of the Purchase Agreement and the Company issued approximately 357.8 million shares (the "Shares") of its common stock, par value $0.001 per share (the "Common Stock") to the Buyer, at a per Share purchase price of $0.335 in exchange for aggregate purchase price for the Shares of: (i) 1,000 Bitcoin, and (ii) $15 million in cash (together the "Purchase Price"). At its special stockholders meeting held on July 31, 2025, the Company's stockholders approved: (i) the issuance of the Shares, and the change of control of the Company resulting therefrom, (ii) an amendment to the Company's certificate of incorporation (the "Charter Amendment") to increase the number of authorized shares of Common Stock from 7,500,000 to 750,000,000, and (iii) an amendment to the Company's 2021 Equity Incentive Plan (the "2021 Plan") to increase the number of shares of Common Stock authorized for issuance under the 2021 Plan by 48,950,000 shares (the "Company Charter Amendment"), (collectively, the "Company Stockholder Approval"). The closing of the Private Placement was subject upon a number of closing conditions, all of which were satisfied as of the Closing Date, including, among other things, (i) obtaining the Company Stockholder Approval, (ii) the Company's holders of shares of Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock") and Series D Convertible Preferred Stock, par value $0.001 per shar

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement On the Closing Date, in connection with the consummation of the transactions contemplated under the Purchase Agreement, the Company terminated the following agreements, as each agreement may be amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time, and all commitments and obligations under each agreement, other than certain continuing indemnity obligations, were repaid, satisfied and discharged in full. Lind Promissory Note The Senior Convertible Promissory Note, dated February 27, 2024, by and between the Company and Lind Global Fund II LP ("Lind") and all related documents, was terminated on the Closing Date upon the Company's repayment in full of $2,354,625 inclusive of all prepayment penalties in cash. Struve Loan Documents The 10% Convertible Redeemable Note, dated September 30, 2016, by and between the Company and Clayton A. Struve ("Struve") and all related documents (collectively, the "2016 Struve Note"), was terminated on the Closing Date upon the Company's repayment in full of $75,000 in cash. The interest payable on the 2016 Struve Note was repaid with the issuance of 322,245 shares of Common Stock. In addition, the Senior Secured Convertible Redeemable Debenture, dated August 14, 2017, by and between the Company and Struve and all related documents (collectively, the "August 2017 Struve Debenture"), the Senior Secured Convertible Redeemable Debenture, dated December 12, 2017, by and between the Company and Struve and all related documents (collectively, the "December 2017 Struve Debenture") and the Senior Secured Convertible Redeemable Debenture, dated February 28, 2018, by and between the Company and Struve and all related documents (collectively, the "2018 Struve Debenture" and collectively with the 2016 Struve Note, the August 2017 Struve Debenture and the December 2017 Struve Debenture, the "Struve Loan Documents"), were each terminated on the Clo

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information with respect to the Purchase Agreement contained in Item 1.01 is incorporated herein by reference. As described in Item 1.01, in accordance with the terms of the Purchase Agreement, the Company issued the Shares to the Buyer on the Closing Date. In connection with the Private Placement, J.V.B Financial Group, LLC (the "Banker"), acting through its Cohen & Company Capital Markets division, acted as Buyer's exclusive financial advisor and is entitled to receive a transaction fee in connection with the closing of the Private Placement. The Buyer agreed to pay such fee by issuing to the Banker at closing shares of Common Stock equal to 1% of the post-Closing Company Common Stock and accordingly the Company issued 3,909,549 shares of the Company's Common Stock to the Banker on the Closing Date. The information with respect to the Struve Loan Documents contained in Item 1.02 is incorporated herein by reference. As described in Item 1.02, the Company has issued an aggregate of 3,295,379 shares of Common Stock in connection with the repayment of the Struve Loan Documents. The information with respect to the Series C Preferred Stock, Series D Preferred Stock and Series H Preferred Stock contained in Item 8.01 is incorporated herein by reference. As described in Item 8.01, concurrently with the closing of the Private Placement, the Company's current holders of shares of Series C Preferred Stock and Series D Preferred Stock, converted all outstanding shares of Series C Preferred Stock and Series D Preferred Stock, and all deemed dividends, into an aggregate of 8,333,440 shares of Common Stock, respectively. In addition, the holder of the Series H Preferred Stock elected to redeem all outstanding shares of Series H Preferred Stock in a combination of cash and Common Stock, resulting in the issuance of 2,000,000 shares of Common Stock as the Series H Redemption Shares. The above issuances and sales are exemp

01 Change in Control of Registrant

Item 5.01 Change in Control of Registrant The information contained in Item 1.01 is incorporated herein by reference. On the Closing Date, as a result of the completion of the Private Placement and the issuance of the Shares, the Buyer acquired approximately 81% of the issued and outstanding shares of Common Stock of the Company, on a fully diluted basis, in exchange for the Purchase Price, resulting in a change in control of the Company. The Buyer is solely owned and managed by Robert Gregory Kidd, who was appointed Chief Executive Officer, President and Chairman on the Closing Date. In connection with the closing of the Private Placement, Ronald P. Erickson resigned from his position as Chief Executive Officer and Chairman and transitioned to President of the Science Division, Senior Vice President of the Company. Mr. Erickson remains on the board of directors as the Lead Director. In addition, Peter J. Conley, pursuant to the terms of his employment agreement with the Company, as amended, ceased his employment with the Company effective on the Closing Date. Additionally, Kitty Payne was appointed as Chief Financial Officer, Kirk Chapman was appointed as Chief Operating Officer and Linda Jenkinson was appointed to the board of directors as Vice Chair. As required to be disclosed by Regulation S-K Item 403(c), there are no arrangements known to the Company, including any pledge by any person of securities of the Company or any of its parents, the operation of which may at a subsequent date result in a change in control of the Company.

02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Resignation and Termination of Officers Ronald P. Erickson Effective on the Closing Date, Mr. Erickson transitioned from his prior role as Chief Executive Officer to President of the Science Division of the Company, Senior Vice President of the Company. In connection with his transition, Mr. Erickson and the Company entered into a new employment agreement (the "New Erickson Employment Agreement"), which superseded and replaced his prior employment agreement with the Company dated March 22, 2018, as amended. The New Erickson Employment Agreement provides that Mr. Erickson will serve as President of the Science Division, Senior Vice President of the Company for an annual base salary of $375,000. Mr. Erickson will be eligible to receive (i) an annual discretionary bonus from time to time, subject to approval of the board of directors or the compensation committee, and (ii) grants of other equity awards that may be granted from time to time. Mr. Erickson will also be entitled to participate in all group employment benefits that are offered by the Company from time to time, subject to the terms and conditions of such benefit plans, including any eligibility requirements. Mr. Erickson's employment under the New Erickson Employment Agreement is at will, meaning either the Company or Mr. Erickson may terminate the employment relationship at any time, with or without cause, upon written notice to the other party. Upon a termination of employment by the Company without "cause" or by Mr. Erickson with "good reason", subject to Mr. Erickson's execution, delivery, and non-revocation of a general release of claims against the Company, he will be eligible to receive (i) cash severance equal to 12 months base salary, less applicable withholdings and deductions, over the 12-month period following the date of termination, (ii) any earned annual bonus for the fiscal

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