Know Labs, Inc. Files S-1 Registration Statement

TL;DR

<b>Know Labs, Inc. has filed an S-1 registration statement, indicating plans for a public offering of securities.</b>

AI Summary

KNOW LABS, INC. (USBC) filed a IPO Registration (S-1) with the SEC on March 28, 2024. Know Labs, Inc. filed an S-1 registration statement with the SEC on March 28, 2024. 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 98101. The filing is for a registration of securities under the Securities Act of 1933. Know Labs, Inc. was formerly known as VISUALANT INC, with a name change date of 20070220.

Why It Matters

For investors and stakeholders tracking KNOW LABS, INC., this filing contains several important signals. This S-1 filing is a prerequisite for Know Labs, Inc. to offer its securities to the public, potentially raising capital for operations, expansion, or research and development. The filing provides detailed information about the company's business, financial condition, and management, allowing potential investors to make informed decisions.

Risk Assessment

Risk Level: low — KNOW LABS, INC. shows low risk based on this filing. The filing is a standard S-1 registration statement, which is a preliminary step for a public offering and does not inherently indicate immediate financial distress or significant new risks beyond those typical for companies seeking to go public.

Analyst Insight

Monitor future SEC filings from Know Labs, Inc. for details on the proposed offering, including the number of shares, price, and use of proceeds, to assess investment potential.

Key Numbers

• 2024-03-28 — Filing Date (Date the S-1 registration statement was filed.)
• 0930 — Fiscal Year End (Know Labs, Inc.'s fiscal year ends on this date.)
• NV — State of Incorporation (Know Labs, Inc. is incorporated in Nevada.)
• 333-278326 — SEC File Number (The SEC file number associated with this registration.)

Key Players & Entities

• KNOW LABS, INC. (company) — Registrant name
• 20240328 (date) — Filing date
• S-1 (form) — Filing type
• Nevada (jurisdiction) — State of incorporation
• 500 Union Street, Suite 810, Seattle, Washington 98101 (address) — Principal executive offices
• Ronald P. Erickson (person) — Chief Executive Officer
• VISUALANT INC (company) — Former company name
• 333-278326 (reg_number) — SEC File Number

FAQ

Industry Context

The filing is a standard S-1 registration statement, which is a preliminary step for companies intending to offer securities to the public under the Securities Act of 1933.

Regulatory Implications

The S-1 form is a registration statement filed with the U.S. Securities and Exchange Commission (SEC) by companies planning to offer securities to the public. It requires extensive disclosure of financial and business information.

What Investors Should Do

1. Review the full S-1 filing for detailed financial statements and business descriptions.
2. Track subsequent SEC filings for updates on the proposed public offering, including prospectus details.
3. Research the company's market and competitive landscape to understand its growth potential.

Key Dates

• 2024-03-28: S-1 Filing — Know Labs, Inc. filed its registration statement for a public offering.

Year-Over-Year Comparison

This is an initial S-1 filing, so there is no prior filing of this type to compare against for 'vs last filing' analysis.

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 REGARD

Filing Documents

• know_s1.htm (S-1) — 976KB
• know_ex51.htm (EX-5.1) — 9KB
• know_ex231.htm (EX-23.1) — 2KB
• know_ex107.htm (EX-FILING FEES) — 29KB
• know_ex51img2.jpg (GRAPHIC) — 3KB
• know_s1img16.jpg (GRAPHIC) — 7KB
• 0001654954-24-003870.txt (&nbsp;) — 1032KB

USE OF PROCEEDS

USE OF PROCEEDS 27

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 27

BUSINESS

BUSINESS 27 DIRECTORS AND EXECUTIVE OFFICERS 42

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 49

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 58 RELATED PARTY TRANSACTIONS OF DIRECTORS AND EXECUTIVE OFFICERS OF THE COMBINED COMPANY 59

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 62 SELLING STOCKHOLDER 66 PLAN OF DISTRIBUTION 67 LEGAL MATTERS 69 EXPERTS 69 WHERE YOU CAN FIND MORE INFORMATION 69 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 69 INCORPORATION BY REFERENCE 70 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. 3 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. 6 Table of Contents 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); 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 outstanding

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 techno

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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