Know Labs, Inc. Files Amendment No. 1 to Form S-1 Registration Statement

TL;DR

<b>Know Labs, Inc. has filed an amendment to its S-1 registration statement, indicating a step towards a public offering of securities.</b>

AI Summary

KNOW LABS, INC. (USBC) filed a Amended IPO Registration (S-1/A) with the SEC on April 9, 2024. Know Labs, Inc. filed an amendment (No. 1) to its Form S-1 Registration Statement on April 9, 2024. The filing is related to the registration of securities under the Securities Act of 1933. The company is incorporated in Nevada and its fiscal year ends on September 30. The principal executive offices are located at 500 Union Street, Suite 810, Seattle, Washington. Ronald P. Erickson is listed as the Chief Executive Officer and agent for service.

Why It Matters

For investors and stakeholders tracking KNOW LABS, INC., this filing contains several important signals. This S-1/A filing is a procedural step for Know Labs, Inc. to potentially offer its securities to the public, which could lead to increased liquidity and capital for the company. As a smaller reporting company and non-accelerated filer, this filing provides updated information for investors considering the company's securities.

Risk Assessment

Risk Level: low — KNOW LABS, INC. shows low risk based on this filing. The filing is an amendment to a registration statement, which is a standard regulatory process and does not inherently indicate significant new risks at this stage.

Analyst Insight

Monitor future filings for details on the proposed offering, including the number of shares, price, and use of proceeds.

Key Numbers

• 1 — Amendment Number (Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT)
• 333-278326 — SEC File Number (SEC File Number for the registration statement)
• 0930 — Fiscal Year End (Fiscal year end date)
• 206-903-1351 — Business Phone (Registrant's business phone number)

Key Players & Entities

• KNOW LABS, INC. (company) — Registrant name
• S-1/A (filing) — Form type
• 20240409 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• Ronald P. Erickson (person) — Chief Executive Officer
• 500 Union Street, Suite 810 Seattle, Washington 98101 (address) — Principal executive offices
• 333-278326 (filing_id) — SEC File Number
• Dentons Durham Jones Pinegar P.C. (company) — Legal counsel

FAQ

Industry Context

The filing pertains to a company operating under the Measuring & Controlling Devices, NEC industry classification (SIC 3829), suggesting a focus on technology and instrumentation.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of new securities offerings in the United States.

What Investors Should Do

1. Review the full S-1/A filing for details on the proposed securities offering.
2. Track future SEC filings from Know Labs, Inc. for updates on the offering's progress.
3. Research the company's business model and technology in relation to its industry.

Key Dates

• 2024-04-09: Filing of Amendment No. 1 to Form S-1 — Indicates progress in the registration process for potential securities offering.

Year-Over-Year Comparison

This is an amendment to a previously filed registration statement, indicating ongoing regulatory and procedural steps for the company.

Key Financial Figures

• $0.001 — , a Nevada corporation (the "Company"), $0.001 par value (the "Common Stock"), which a
• $4,800,000 — ertible note in the principal amount of $4,800,000 (the "Note"), at an initial conversion
• $1.00 — te"), at an initial conversion price of $1.00 per share, subject to adjustment, and u
• $0.80 — rrant") at an initial exercise price of $0.80 per share. For the details about the s
• $0.65 — r common stock on the NYSE American was $0.65 per share. The selling stockholder ma
• $0.853 — at a weighted average exercise price of $0.853 per share (including unearned stock opt
• $1.028 — at a weighted average exercise price of $1.028 per share. CAUTIONARY STATEMENT REGAR

Filing Documents

• know_s1a.htm (S-1/A) — 691KB
• know_s1aimg31.jpg (GRAPHIC) — 24KB
• know_s1aimg30.jpg (GRAPHIC) — 37KB
• know_s1aimg29.jpg (GRAPHIC) — 18KB
• know_s1aimg28.jpg (GRAPHIC) — 31KB
• know_s1aimg27.jpg (GRAPHIC) — 13KB
• know_s1aimg25.jpg (GRAPHIC) — 19KB
• know_s1aimg24.jpg (GRAPHIC) — 42KB
• know_s1aimg23.jpg (GRAPHIC) — 43KB
• know_s1aimg22.jpg (GRAPHIC) — 47KB
• know_s1aimg21.jpg (GRAPHIC) — 20KB
• know_s1aimg20.jpg (GRAPHIC) — 27KB
• know_s1aimg19.jpg (GRAPHIC) — 14KB
• know_s1aimg18.jpg (GRAPHIC) — 52KB
• know_s1aimg17.jpg (GRAPHIC) — 49KB
• know_s1aimg16.jpg (GRAPHIC) — 7KB
• 0001654954-24-004416.txt (&nbsp;) — 1306KB

USE OF PROCEEDS

USE OF PROCEEDS 23

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 24

BUSINESS

BUSINESS 24 DIRECTORS AND EXECUTIVE OFFICERS 39

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 47

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 54 RELATED PARTY TRANSACTIONS OF DIRECTORS AND EXECUTIVE OFFICERS OF THE COMBINED COMPANY 56

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 59 SELLING STOCKHOLDER 63 PLAN OF DISTRIBUTION 64 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 66 INCORPORATION BY REFERENCE 67 You should rely only on the information contained in this prospectus or in any free writing prospectus that we may specifically authorize to be delivered or made available to you. We have not authorized anyone to provide you with any information other than that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus may only be used where it is legal to offer and sell our securities. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. Unless the context otherwise requires, the terms "Know Labs," the "Company", "we," "us" and "our" in this prospectus refer to Know Labs, Inc., and its subsidiaries and "this offering" refers to the offering contemplated in this prospectus. i Table of Contents INDUSTRY AND MARKET DATA This prospectus includes information with respect to market and industry conditions and market share from third-party sources or based upon estimates using such sources when available. We believe that such information and estimates are reasonable and reliable. We also believe the information extracted from publications of third-party sources has been accurately reproduced. However, we have not independently verified any of the data from t

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of shares by the selling stockholder. Common stock outstanding immediately after the offering 87,312,146 shares Trading Symbol Our common stock is listed on the NYSE American stock exchange under the symbol "KNW."

Risk Factors

Risk Factors The securities offered by this prospectus are speculative and involve a high degree of risk and investors purchasing securities should not purchase the securities unless they can afford the loss of their entire investment. You should read "Risk Factors," beginning on page 8 as well as those risk factors in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, subsequent Quarterly Reports on Form 10-Q for the period ended December 31, 2023, and our other filings with the SEC, all of which are incorporated by reference herein, before deciding to invest in our common stock. Transfer Agent Equiniti Trust Company located at 6201 15th Avenue, Brooklyn, New York 11219, telephone number (800) 937-5449, as the transfer agent for our common stock. The number of shares of common stock outstanding immediately following this offering is based on 82,512,146 shares outstanding as of March 25, 2024 and excludes: 29,347,106 shares of our common stock issuable upon the exercise of options outstanding as of March 25, 2024 under our 2021 Equity Incentive Plan (the "2021 Plan"), at a weighted average exercise price of $0.853 per share (including unearned stock option grants totaling 4,179,825 shares related to performance milestones); 2 Table of Contents 7,111,706 additional shares of our common stock that are reserved for issuance under the 2021 Plan; 8,108,356 shares of our common stock issuable upon the conversion of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock as of March 25, 2024, and approximately 3,201,534 shares of common shares reserved to pay dividends on the outstanding shares of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, through December 31, 2023; 9,020,264 shares of our common stock issuable upon the conversion of convertible debentures outstanding as of March 25, 2024; and 25,984,961 shares of our common stock issuable upon exercise of warrants outstandin

RISK FACTORS

RISK FACTORS An investment in our securities involves a high degree of risk. Before deciding whether to purchase our securities, including the shares of common stock offered by this prospectus, you should carefully consider the risks and uncertainties described under "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, subsequent Quarterly Reports on Form 10-Q for the period ended December 31, 2023, and our other filings with the SEC, all of which are incorporated by reference herein. If any of these risks actually occur, our business, financial condition and results of operations could be materially and adversely affected and we may not be able to achieve our goals, the value of our securities could decline and you could lose some or all of your investment. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations. If any of these risks occur, our business, results of operations or financial condition and prospects could be harmed. In that event, the market price of our common stock, and you could lose all or part of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section titled "Cautionary Statement Regarding Forward-Looking Statements." Summary of Risk Factors An investment in our common stock involves a high degree of risk. You should carefully consider the risks summarized below. These risks are discussed more fully in the " Risk Factors " section immediately following this summary. These risks include, but are not limited to, the following: Risks Related to Our Business and Industry We might not be able to continue as a going concern. We believe that our cash on hand will be sufficient to fund our operations at least through August 31, 2024. We are still in the early stages of commercialization, refining our techn

RISK FACTORS

RISK FACTORS An investment in our common stock involves a high degree of risk. You should carefully read and consider all of the risks described below, together with all of the other information contained or referred to in this report, before making an investment decision with respect to our common stock. If any of the following events occur, our financial condition, business and results of operations (including cash flows) may be materially adversely affected. In that event, the market price of our common stock could decline, and you could lose all or part of your investment. Risks Related to Our Business and Industry We need additional financing to support our technology development and ongoing operations, pay our debts and maintain ownership of our intellectual property. We are currently operating at a loss and using substantial cash to fund our operation. We believe that our cash on hand will be sufficient to fund our operations through August 31, 2024. We may need additional financing to implement our business plan and to service our ongoing operations, pay our current debts (described below) and maintain ownership of our intellectual property. There can be no assurance that we will be able to secure any needed funding, or that if such funding is available, the terms or conditions would be acceptable to us. If we are unable to obtain additional financing when it is needed, we will need to restructure our operations and/or divest all or a portion of our business. We are seeking additional capital through a combination of private and public equity offerings, debt financings and strategic collaborations. Debt financing, if obtained, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, and could increase our expenses and require that our assets secure such debt. Equity financing, if obtained, could result in dilution to our then-existing stockholders and/or require suc

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