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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/21/22 Know Labs, Inc. 8-K:8,9 9/15/22 15:538K Blueprint/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 32K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 225K 3: EX-4.1 Representative's Warrant HTML 67K 4: EX-99.1 Press Release HTML 12K 10: R1 Cover HTML 48K 13: XML IDEA XML File -- Filing Summary XML 13K 11: XML XBRL Instance -- knwn_8k_htm XML 16K 12: EXCEL IDEA Workbook of Financial Reports XLSX 8K 7: EX-101.CAL XBRL Calculations -- knwn-20220915_cal XML 8K 9: EX-101.DEF XBRL Definitions -- knwn-20220915_def XML 11K 6: EX-101.LAB XBRL Labels -- knwn-20220915_lab XML 45K 8: EX-101.PRE XBRL Presentations -- knwn-20220915_pre XML 31K 5: EX-101.SCH XBRL Schema -- knwn-20220915 XSD 19K 14: JSON XBRL Instance as JSON Data -- MetaLinks 12± 18K 15: ZIP XBRL Zipped Folder -- 0001654954-22-012787-xbrl Zip 96K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 21, 2022 ( i September 15, 2022)
(Exact name of registrant as specified in its charter) |
i Nevada |
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| i 90-0273142 | |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
i 500 Union Street, i Suite 810, i Seattle, i Washington |
| i 98101 |
(Address of principal executive offices) |
| (Zip Code) |
( i 206) i 903-1351 |
(Registrant's telephone number, including area code) |
|
(Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
i Common Stock, par value $0.001 |
| i KNW |
| i NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging Growth Company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On September 15, 2022, Know Labs, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Boustead Securities, LLC, as representative (the “Representative”) of the underwriters named on Schedule 1 thereto (the “Underwriters”), relating to the Company’s public offering of common stock (the “Offering”). Pursuant to the Underwriting Agreement, the Company agreed to sell 3,600,000 shares of common stock to the Underwriters, at a purchase price per share of $1.86 (the offering price to the public of $2.00 per share minus the Underwriters’ discount), and also granted to the Underwriters a 45-day option to purchase up to 540,000 additional shares, solely to cover over-allotments, if any, at the public offering price less the underwriting discounts, pursuant to the Company’s registration statement on Form S-1 (File No. 333-266423) under the Securities Act of 1933, as amended (the “Securities Act”), and the Company’s registration statement on Form S-1MEF (File No. 333-267448) filed pursuant to Rule 424(b)(4) under the Securities Act (together, the “Registration Statements”).
On September 20, 2022, the closing of the Offering was completed. At closing, the Underwriters exercised the over-allotment option in full. As a result, the Company sold 4,140,000 shares of common stock for total gross proceeds of approximately $8.3 million. After deducting the underwriting commission and expenses, the Company received net proceeds of approximately $7.5 million.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or contribute to payments the Underwriters may be required to make because of any of those liabilities.
The foregoing summary of the terms and conditions of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement attached hereto as Exhibit 1.1, which is incorporated herein by reference.
Representative’s Warrant
On September 20, 2022, pursuant to the Underwriting Agreement, the Company issued a common stock purchase warrant to the Representative for the purchase of 289,800 shares of common stock at an exercise price of $2.40, subject to adjustments (the “Warrant”). The Warrant is exercisable at any time and from time to time, in whole or in part, until September 15, 2027 and may be exercised on a cashless basis. The Warrant also includes customary anti-dilution provisions and immediate piggyback registration rights with respect to the registration of the shares underlying the Warrant. The Warrant and the shares of common stock underlying the Warrant were registered as a part of the Registration Statements.
The foregoing summary of the terms and conditions of the Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant attached hereto as Exhibit 4.1, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
| Description of Exhibit |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: September 21, 2022 | KNOW LABS, INC. |
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| Name: Ronald P. Erickson |
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| Title: Chairman of the Board |
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- 3 - |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 9/15/27 | ||||
| Filed on: | 9/21/22 | |||
| 9/20/22 | ||||
| For Period end: | 9/15/22 | 8-A12B, 8-K, CERT, EFFECT, S-1MEF | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/09/24 Know Labs, Inc. S-1/A 1:1.3M Blueprint/FA 3/28/24 Know Labs, Inc. S-1 4:1M Blueprint/FA 12/19/23 Know Labs, Inc. 10-K 9/30/23 73:6M Blueprint/FA 9/25/23 Know Labs, Inc. S-1/A 3:118K Blueprint/FA 9/20/23 Know Labs, Inc. S-1/A 7:1.9M Blueprint/FA 9/05/23 Know Labs, Inc. S-1 4:1.5M Blueprint/FA 12/20/22 Know Labs, Inc. 10-K 9/30/22 75:6.6M Blueprint/FA 12/08/22 Know Labs, Inc. S-3/A 4:777K Blueprint/FA 12/02/22 Know Labs, Inc. S-3 4:651K Blueprint/FA |