USBC, Inc S-1/A, filed Apr 9, 2024

USBC, Inc. (USBC)

S-1/A 2024-04-09

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Large accelerated filer	☐	Accelerated filer	☐
Non‑accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

INDUSTRY AND MARKET DATA		ii
PROSPECTUS SUMMARY		ii
THE OFFERING		2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		3
RISK FACTORS		4
USE OF PROCEEDS		23
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		24
BUSINESS		24
DIRECTORS AND EXECUTIVE OFFICERS		39
EXECUTIVE COMPENSATION		47
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		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

	·	Through first principles, our sensor technology’s ability to not only identify a wide range of organic and inorganic materials and analytes, but to do so non-invasively, accurately, and in real time, which potentially enables new multivariate models of clinical diagnostics, and health and wellness monitoring.

	·	Our sensor technology is non-invasive, using radio waves to identify and measure what is going on inside the body.

	·	Our sensor technology platform can be integrated into a variety of wearable, mobile, or counter-top form factors, and we believe eventual interoperability with existing products from current market leaders.

	·	No needles nor invasive transmitters in your body, making our sensor convenient and pain-free.

	·	No expensive supplies, such as test strips and lancets, are required to operate our device.

	·	A core focus on accessibility and affordability for the populations we will serve around the globe.

	·	The current prototype sensor collects approximately 1.5 million data points per hour, which allows us to potentially build a deep understanding of health and wellness that other sensors may not be able to.

	·	Know Labs is the world intellectual property leader in non-invasive blood glucose monitoring, according to ipCG Capital and PatSnap.

	·	Initially, entering the diabetes glucose monitoring market with our non-invasive glucose monitoring device.

	·	Following our entry into the glucose monitoring market, entering other clinical monitoring markets for continuous, non-invasive hormone, medication metabolites, endocrinology components, and biomolecular monitoring.

	·	Applying our platform technology to lifestyle analysis, clinical trials, and chronic illnesses. We believe that potential use cases include real-time wearable medication monitoring and detection of, for example, ovulation and hormone deficiency.

	·	With a potential ever-growing body of non-invasively determined analytes available from individuals utilizing our technology we believe, over time, with longitudinal data we will be able to engage in so-called “predictive health” and provide early warnings of the onset of disease.

	·	Significantly, every new application will likely function utilizing the same sensor. We expect that hardware changes will not be required to target new analytes, so you will not need a new device, but an updated software algorithm will be required.

	·	Each new application provides potential new opportunities for monetization of the platform technology. Each additional analyte we identify over time may require its own subsequent FDA clearance.

Common Stock being offered by Selling Stockholder	Up to 4,800,000 shares of Common Stock, issuable upon full conversion of a Note in the principal amount of $4,800,000, and up to 6,000,000 shares of Common Stock underlying the Warrant. The selling stockholder may sell its shares of Common Stock at prevailing market prices or privately negotiated prices. We will not receive any proceeds from the sales by the selling stockholder.

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	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.

	·	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 as of March 25, 2024 at a weighted average exercise price of $1.028 per share.

	·	our goals and strategies;

	·	our future business development, financial condition and results of operations;

	·	expected product development outcomes, including obtaining regulatory clearance;

	·	expected changes in our revenue, costs or expenditures;

	·	growth of and competition trends in our industry;

	·	our expectations regarding demand for, and market acceptance of, our products;

	·	our expectations regarding our relationships with investors, institutional funding partners and other parties with whom we collaborate;

	·	our expectation regarding the use of proceeds from this offering;

	·	fluctuations in general economic and business conditions in the markets in which we operate; and

	·	relevant government policies and regulations relating to our 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 technology. Our success depends on our ability to conclude development and market devices that are recognized as accurate, safe, and cost-effective as other options currently available in the market and cleared by FDA.

	·	We are subject to extensive regulation by FDA, which could restrict the sales and marketing of our products and could cause us to incur significant costs;

	·	The market price of our common stock may fluctuate, and you could lose all or part of your investment.

	·	We may not be able to maintain a listing of our common stock on the NYSE American.

	·	We do not expect to declare or pay dividends in the foreseeable future.

	·	Future issuances of our common stock or securities convertible into, or exercisable or exchangeable for, our common stock, or the expiration of lock-up agreements that restrict the issuance of new common stock or the trading of outstanding common stock, could cause the market price of our securities to decline and would result in the dilution of your holdings.

	·	Future issuances of debt securities, which would rank senior to our common stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to our common stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our common stock.

	·	we may be required to submit an investigational device exemption application, or IDE, to FDA, which must become effective prior to commencing certain human clinical trials of medical devices, and FDA may reject our IDE and notify us that we may not begin clinical trials;

	·	the cost of clinical trials may be greater than we anticipate;

	·	FDA or other regulatory authorities do not approve a clinical trial protocol or a clinical trial, or place a clinical trial on hold;

	·	patients do not enroll in clinical trials at the rate we expect;

	·	patients do not comply with trial protocols;

	·	patient follow-up is not at the rate we expect;

	·	patients experience adverse side effects;

	·	patients die during a clinical trial, even though their death may not be related to our products;

	·	we may not reach agreement on acceptable terms with prospective contract research organizations (CROs), and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;

	·	institutional review boards and third-party clinical investigators may delay or reject our trial protocol;

	·	third-party clinical investigators decline to participate in a trial or do not perform a trial on our anticipated schedule or consistent with the clinical trial protocol, good clinical practices, or other FDA requirements;

	·	data collection, monitoring, and analysis is not performed in a timely or accurate manner or consistent with the clinical trial protocol or investigational or statistical plans;

	·	regulatory inspections of our clinical trials or manufacturing facilities, which may, among other things, require us to undertake corrective action or suspend or terminate our clinical trials;

	·	changes in governmental regulations or administrative actions applicable to our trial protocols, including, for example, recent legislation passed by Congress requiring clinical trial sponsors to increase engagement with FDA on matters related to appropriate representation of racial and ethnic minorities in clinical trial data for pivotal studies;

	·	the interim or final results of the clinical trial are inconclusive or unfavorable as to safety or effectiveness; and

	·	FDA concludes that the results from our trial and/or trial design are inadequate to demonstrate safety and effectiveness of the product.

	·	modification to our training and promotional materials;

	·	untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties;

	·	customer notification, or orders for repair, replacement or refunds;

	·	voluntary or mandatory recall or seizure of our current or future products;

	·	administrative detention by FDA of medical devices believed to be adulterated or misbranded;

	·	imposing operating restrictions, suspension or shutdown of production;

	·	refusing our requests for clearance, PMA or de novo classification of any new products, new intended uses or modifications to our products;

	·	FDA refusal to issue certificates to foreign governments needed to export products for sale in other countries;

	·	withdraws or suspension of 510(k) clearance that has already been granted, resulting in prohibitions on sales of our products; and

	·	criminal prosecution.

	·	the federal Anti-Kickback Statute prohibits, among other things, persons and entities from knowingly and willfully soliciting, offering, receiving, or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward, or in return for, either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under a federal healthcare program such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the federal Anti-Kickback Statute or specific intent to violate it in order to have committed a violation. In addition, the government may assert that a claim including items or services resulting from a violation of the U.S. federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the civil False Claims Act;

	·	the federal false claims and civil monetary penalties laws, including the civil False Claims Act, which can be enforced by private citizens through civil whistleblower or qui tam actions, prohibit individuals or entities from, among other things, knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent or making a false statement to avoid, decrease, or conceal an obligation to pay money to the federal government. The federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, prohibits, among other things, executing or attempting to execute a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

	·	HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act and its implementing regulations, also imposes obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security, and transmission of individually identifiable health information;

	·	the federal Physician Payments Sunshine Act requires applicable manufacturers of covered drugs, devices, biologics, and medical supplies for which payment is available under Medicare, Medicaid, or the Children’s Health Insurance Program, with specific exceptions, to annually report to Centers for Medicare & Medicaid Services (CMS) starting in 2022 information regarding payments and other transfers of value to physicians, certain other healthcare providers, and teaching hospitals, as well as information regarding ownership and investment interests held by physicians and their immediate family members. The information reported will be publicly available on a searchable website, with disclosure required annually; and

	·	analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers.

	·	differing regulatory requirements and reimbursement regimes in foreign countries;

	·	unexpected changes in tariffs, trade barriers, price and exchange controls, and other regulatory requirements;

	·	economic weakness, including inflation, or political instability in particular foreign economies and markets;

	·	compliance with tax, employment, immigration, and labor laws for employees living or traveling abroad;

	·	foreign taxes, including withholding of payroll taxes;

	·	foreign currency fluctuations, which could result in increased operating expenses and reduced revenue, and other obligations incident to doing business in another country;

	·	difficulties staffing and managing foreign operations;

	·	workforce uncertainty in countries where labor unrest is more common than in the U.S.;

	·	potential liability under the Foreign Corrupt Practices Act (FCPA) or comparable foreign regulations;

	·	challenges enforcing our contractual and intellectual property rights, especially in those foreign countries that do not respect and protect intellectual property rights to the same extent as the U.S.;

	·	production shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad; and

	·	business interruptions resulting from geo-political actions, including war and terrorism.

	·	any of our existing patents will continue to be held valid, if challenged;

	·	patents will be issued for any of our pending applications;

	·	any claims allowed from existing or pending patents will have sufficient scope or strength to protect us;

	·	our patents will be issued in the primary countries where our products are sold in order to protect our rights

	·	and potential commercial advantage; or

	·	any of our products or technologies will not infringe on the patents of other companies.

	·	our inability to recruit and retain adequate numbers of effective sales and marketing personnel;

	·	the lack of complementary products to be offered by sales personnel, which may put us at a competitive

	·	disadvantage relative to companies with more extensive product lines; and

	·	unforeseen costs and expenses associated with creating an independent sales and marketing organization.

	·	the availability of suitable candidates;

	·	higher than anticipated acquisition costs and expenses;

	·	competition from other companies for the purchase of available candidates;

	·	our ability to value those candidates accurately and negotiate favorable terms for those acquisitions;

	·	the availability of funds to finance acquisitions and obtaining any consents necessary under our credit facility;

	·	the ability to establish new informational, operational and financial systems to meet the needs of our business;

	·	the ability to achieve anticipated synergies, including with respect to complementary products or services; and

	·	the availability of management resources to oversee the integration and operation of the acquired businesses.

	·	a limited availability of market quotations for our securities;

	·	reduced liquidity for our securities;

	·	substantially impair our ability to raise additional funds;

	·	result in a loss of institutional investor interest and a decreased ability to issue additional securities or obtain additional financing in the future;

	·	a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

	·	a limited amount of news and analyst coverage; and

	·	potential breaches of representations or covenants of our agreements pursuant to which we made representations or covenants relating to our compliance with applicable listing requirements, which, regardless of merit, could result in costly litigation, significant liabilities and diversion of our management’s time and attention and could have a material adverse effect on our financial condition, business and results of operations.

	·	Announcements by us regarding liquidity, significant acquisitions, equity investments and divestitures, strategic relationships, addition or loss of significant customers and contracts, capital expenditure commitments and litigation;

	·	Issuance of convertible or equity securities and related warrants for general or merger and acquisition purposes;

	·	Issuance or repayment of debt, accounts payable or convertible debt for general or merger and acquisition purposes;

	·	Sale of a significant number of shares of our common stock by stockholders;

	·	General market and economic conditions;

	·	Quarterly variations in our operating results;

	·	Investor and public relation activities;

	·	Announcements of technological innovations;

	·	New product introductions by us or our competitors;

	·	Competitive activities;

	·	Low liquidity; and

	·	Additions or departures of key personnel.

	·	the ability of our research and development team to produce an FDA clearance quality technology;

	·	our ability to recruit and maintain quality personnel with the talent to bring our technology to the market;

	·	the production of market ready products that can sustain FDA clearance quality results;

	·	the clearance by FDA after their rigorous clinical trial process of our products for the marketplace;

	·	the receptivity of the marketplace and the addressable diabetes community to our new non-invasive glucose monitoring technology; and

	·	access to sufficient capital to support us until our products achieve FDA clearance and are accepted in the marketplace.

	·	identification of the contract, or contracts, with the customer;

	·	identification of the performance obligations in the contract;

	·	determination of the transaction price;

	·	allocation of the transaction price to the performance obligations in the contract; and

	·	recognition of the revenue when, or as our company satisfies a performance obligation.

	·	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

	·	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

	·	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

	·	been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	·	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	·	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

(1)	Reflects a salary for twelve months.
(2)	Reflects the vesting of stock option grants-non cash.
(3)	Reflects the cost of medical benefits for eighteen months.

(1)	The stock option grant for 20,000 shares of common stock was issued on February 15, 2023 to Mr. Pepper and was valued at the black scholes value of $0.799 per share. Mr. Pepper was paid $12,500 for board services. As of September 30, 2023, Mr. Pepper has stock option grants for 77,500 shares of common stock and warrants to purchase common stock of 40,000 shares.

(2)	The stock option grant for 20,000 shares of common stock was issued on February 15, 2023 to Mr. Takesako and was valued at the black scholes value of $0.799 per share. Mr. Takesako was paid $12,500 for board services. As of September 30, 2023, Mr. Takesako has stock option grants for 77,500 shares of common stock and warrants to purchase common stock of 40,000 shares.

(3)	Mr. Owens was paid $12,500 for board services. As of September 30, 2023, Mr. Owens has stock option grants for 0 shares of common stock and warrants to purchase common stock of 40,000 shares.

(4)	These amounts reflect the grant date market value as required by Regulation S-K Item 402(n)(2), computed in accordance with FASB ASC Topic 718. All assumptions made in the valuations are contained and described in footnote 8 to the Company’s financial statements for Fiscal 2023 contained in this Annual Report on Form 10-K for the fiscal year ended September 30, 2023. The amounts shown in the table reflect the total fair value on the date of grant and do not necessarily reflect the actual value, if any, that may be realized by the listed executives.

(1)	Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares that such person or any member of such group has the right to acquire within sixty (60) days. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within sixty (60) days of December 31, 2023 are deemed to be outstanding for such person, but not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership by any person.

(2)	Based on 81,346,524 shares of common stock issued and outstanding as of December 31, 2023.

(3)	Consists of (i) 1,488,085 shares of shares of our common stock beneficially owned by Ronald P. Erickson or entities controlled by Mr. Erickson, (ii) 2,216,325 shares of our common stock issuable upon the exercise of options exercisable within 60 days, (iii) 3,894,666 shares of our common stock issuable upon the exercise of warrants that are exercisable within 60 days, and (iv) 4,736,264 shares of our common stock issuable upon the conversion of convertible notes that are convertible within 60 days.

(4)	Consists of (i) 10,000 shares of our common stock held directly by Peter Conley and (ii) 375,000 shares of our common stock issuable upon the exercise of options exercisable within 60 days.

(5)	Consists of (i) 847,703 shares of our common stock held directly by William A Owens, (ii) 79,528 shares of our common stock issuable upon the exercise of options exercisable within 60 days, and (iii) 40,000 shares of our common stock issuable upon the exercise of warrants that are exercisable within 60 days.

(6)	Consists of (i) 428,000 shares of our common stock held directly by Jon Pepper, (ii) 157,025 shares of our common stock issuable upon the exercise of options exercisable within 60 days and (iii) 40,000 shares of our common stock issuable upon the exercise of warrants exercisable within 60 days.

(7)	Consists of (i) 55,000 shares of our common stock held directly by Ichiro Takesako, (ii) 157,025 shares of our common stock issuable upon the exercise of options exercisable within 60 days and (iii) 40,000 shares of our common stock issuable upon the exercise of warrants exercisable within 60 days.

(8)	Consists of 200,000 shares of our common stock issuable to John Cronin upon the exercise of options exercisable within 60 days.

(9)	Timothy Londergan was appointed to the board of directors in November 2023.

(10)	Consists of 30,000 shares of our common stock issuable to Larry K. Ellingson upon the exercise of options exercisable within 60 days.

(1)	Consists of (i) 1,402,784 shares of our common stock, (ii) 6,269,715 shares of our common stock issuable upon the exercise of warrants, (iii) 5,000,000 shares of our common stock issuable upon the conversion of our series C convertible preferred stock, (iv) 3,108,356 shares of our common stock issuable upon the conversion of our series D convertible preferred stock and (v) 4,284,000 shares of our common stock issuable upon the conversion of convertible notes; and excludes additional shares of preferred stock issuable as accreted preferred dividends pursuant to terms of the series C convertible preferred stock and series D convertible preferred stock. All of the warrants, series C convertible preferred stock, series D convertible preferred stock and convertible notes held by Mr. Struve are subject to a 4.99% blocker pursuant to which shares of our common stock may not be issued to the extent that such issuance would cause Mr. Struve to beneficially own more than 4.99% of our common stock. The address of Mr. Struve is 175 West Jackson Blvd., Suite 440, Chicago, IL 60604.

(2)	Includes (i) 17,200,000 shares of our common stock held directly by Todd Baszucki and (ii) 1,000,000 shares of our common stock issuable upon the exercise of warrants. The address for Mr. Baszucki is 395 Del Monte Center, Unit 306, Monterey, CA 93940.

(3)	See above for Ronald P. Erickson or entities controlled by Mr. Erickson.The address for Mr. Erickson is 500 Union Street, Suite 810, Seattle, WA 98101.

Warrant No./Class	Issue Date	No. Warrant Shares		Exercise Price		Current Expiration Date	Amended Expiration Date
Clayton A. Struve Warrant	08-14-2017		1,440,000	$	0.25	08-13-2024	08-13-2025
Clayton A. Struve Warrant	12-12-2017		1,200,000	$	0.25	12-11-2024	12-11-2025
Clayton A. Struve Warrant	08-04-2016		1,785,715	$	0.25	08-04-2024	08-04-2025
Clayton A. Struve Warrant	02-28-2018		1,344,000	$	0.25	02-28-2024	02-28-2025

	·	· the name of the selling stockholder,

	·	· the number of shares of our Common Stock that the selling stockholder beneficially owned prior to the offering for resale of the shares under this prospectus,

	·	· the maximum number of shares of our Common Stock that may be offered for resale for the account of the selling stockholder under this prospectus, and

	·	· the number and percentage of shares of our Common Stock beneficially owned by the selling stockholder after the offering of the shares (assuming all of the offered shares are sold by the selling stockholder).

(1)	Since we do not have the ability to control how many, if any, of the shares of Common Stock the selling stockholder will sell, we have assumed that the selling stockholder will sell all of the shares offered herein for purposes of determining how many Shares it will own after the offering and its percentage of ownership following the offering.

(2)	All percentages have been rounded up to the nearest one hundredth of one percent.

(3)	Consists of 4,800,000 shares of Common Stock issuable upon the conversion of the Note, which is calculated based on the initial conversion price of $1.00 per share, and 6,000,000 shares of Common Stock underlying the Warrant. Both the Note and the Warrant contain blocker provisions such that they cannot be exercised to the extent such exercise would cause the holder, together with its affiliates, to beneficially own in excess of 4.99% of the outstanding Equity Interests (as defined in the Note and Warrant) of such class. The number of shares of Common Stock set forth in second and fourth columns do not give effect to such blocker provisions, but the percentages set forth in fifth column do give effect to such blocker provisions. The address for Lind Global Fund II LP is c/o The Lind Partners LLC, 444 Madison Avenue, Floor 41, New York, NY 10022. Lind Global Partners II LLC, the general partner of Lind Global Fund II LP, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund II LP. Jeff Easton, the managing member of Lind Global Partners II LLC, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund II LP.

	·	ordinary brokerage transactions and transactions in which the broker-dealer solicits the purchaser;

	·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal;

	·	facilitate the transaction;

	·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	·	an exchange distribution in accordance with the rules of the applicable exchange;

	·	privately-negotiated transactions;

	·	broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;

	·	through the writing of options on the shares;

	·	a combination of any such methods of sale; and

	·	any other method permitted pursuant to applicable law.

	·	our Annual Report on Form 10-K for the year ended September 30, 2023, filed with the SEC on December 19, 2023;

	·	our Quarterly Reports on Form 10-Q for the period ended December 31, 2023, filed with the SEC on February 14, 2024;

	·	our Current Reports on Form 8-K filed with the SEC on October 30, 2023, October 31, 2023, November 8, 2023, December 1, 2023, December 14, 2023, February 14, 2024, February 27, 2024, as amended, February 29, 2024, March 6, 2024 and March 20, 2024 (other than any portions thereof deemed furnished and not filed);

	·	our Definitive Proxy Statement on Schedule 14A filed with the SEC on August 4, 2023; and

	·	the description of our common stock contained in our Registration Statement on Form 8-A, filed with the SEC on September 15, 2022, including any amendments thereto or reports filed for the purposes of updating this description, including Exhibit 4.5 to our Annual Report on Form 10-K for the year ended September 30, 2022, filed with the SEC on December 20, 2022.

Exhibit No.		Description

3.1		Restatement of the Articles of Incorporation, dated August 11, 2023 (incorporated by reference to the Company’s Current Report on Form 8-K, field August 14, 2023)
3.2		Second Amended and Restated Bylaws, dated October 15, 2021 (incorporated by reference to the Company’s Current Report on Form 8‑K, filed December 7, 2021)
3.3		Amended and Restate Series C Certificate of Designation, dated August 11, 2023 (incorporated by reference to the Company’s Current Report on Form 8-K filed August 14, 2023)
3.4		Third Amended and Restated Series D Certificate of Designation, dated August 11, 2023 (incorporated by reference to the Company’s Current Report on Form 8-K filed August 14, 2023)
3.5		Series D Certificate of Correction of Know Labs, Inc., dated August 11, 2023 (incorporated by reference to the Company’s Current Report on Form 8-K filed August 14, 2023)
3.6		Series C Certificate of Correction of Know Labs, Inc., dated August 11, 2023 (incorporated by reference to the Company’s Current Report on Form 8-K filed August 14, 2023)
3.7		Certificate of Withdrawal of Series F Preferred Stock, dated August 11, 2023 (incorporated by reference to the Company’s Current Report on Form 8-K filed August 14, 2023)
3.8		Certificate of Designation of Series F Preferred Stock (incorporated by reference to the Company’s Current Report on Form 8‑K, filed August 3, 2018)
3.9		Certificate of Amendment to Articles of Incorporation dated December 6, 2021 (incorporated by reference to the Company’s Current Report on Form 8‑K, filed December 7, 2021)
4.1†		Know Labs, Inc. 2021 Equity Incentive Plan (incorporated by reference to the Company’s Form S‑8 Filed December 10, 2021)
5.1**		Opinion of Dentons Durham Jones Pinegar P.C.
10.1		Form of Preferred Stock and Warrant Purchase Agreement, Form of Amended and Restated Registration Rights Agreement. and Form of Series F Warrant to Purchase common stock by and between Visualant, Incorporated and Clayton A. Struve (incorporated by reference to the Company’s Current Report on Form 8-K, filed May 5, 2017)