USBC, Inc 10-Q/A for FY2019 Q1

USBC, Inc. (USBC)

10-Q/A 2020-01-22 For: 2019-03-31

Added on April 10, 2026

About this 10-Q/A

USBC, Inc filed this 10-Q/A on January 22, 2020, covering the quarter ended March 31, 2019 (FY2019 Q1).

Headline figures

Quarter ended March 31, 2019, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $593.71K; down 45.6% from $1.09M a year earlier
Net loss: $1.44M; compared with a net loss of $1.3M a year earlier

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Nevada		90-0273142
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

500 Union Street, Suite 810, Seattle, Washington USA		98101
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)		Emerging growth company	☐

	As of March 31, 2019
	As Originally Reported	As Restated
Convertible notes payable	$ 2,255,066	$ 2,255,066
Common stock	22,003	18,192
Additional paid in capital	36,917,782	36,608,295
Accumulated deficit	37,285,145	(37,002,765)

	Three Months Ended March 31, 2019
Selling, general and administrative expenses	1,678,335	1,003,504
Operating loss	(1,723,486)	(1,048,655)
Interest expense	(7,750)	(400,201)
Loss before taxes and net loss	(1,724,618)	(1,442,238)

	Six Months Ended March 31, 2019
Selling, general and administrative expenses	2,367,781	1,692,950
Operating loss	(2,489,999)	(1,815,168)
Interest expense	(16,876)	(409,327)
Loss before taxes and net loss	(2,493,821)	(2,211,441)

		Page Number

PART I FINANCIAL INFORMATION

ITEM 1 Financial Statements (unaudited except as noted)		3

Consolidated Balance Sheets as of March 31, 2019 and September 30, 2018 (audited)		3

Consolidated Statements of Operations for the three and six months ended March 31, 2019 and 2018		4

Consolidated Statements of Changes in Stockholders’ Deficit		5

Consolidated Statements of Cash Flows for the six months ended March 31, 2019 and 2018		6

Notes to the Financial Statements		7

ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operation		22

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk		30

ITEM 4 Controls and Procedures		30

PART II OTHER INFORMATION

ITEM 1A. Risk Factors		32

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds		40

ITEM 3 Defaults upon Senior Securities		41

ITEM 4 Mine Safety Disclosures		41

ITEM 5 Other Information		41

ITEM 6 Exhibits		42

SIGNATURES		46

	March 31, 2019	September 30, 2018
ASSETS	(Restated)	(Audited)

CURRENT ASSETS:
Cash and cash equivalents	$3,061,901	$934,407
Accounts receivable, net of allowance of $60,000 and $60,000, respectively	193,372	320,538
Prepaid expenses	12,844	20,140
Inventories, net	100,989	203,582
Total current assets	3,369,106	1,478,667

EQUIPMENT, NET	197,536	169,333

OTHER ASSETS
Intangible assets	361,112	447,778
Other assets	15,867	7,170

TOTAL ASSETS	$3,943,621	$2,102,948

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES:
Accounts payable - trade	$1,298,278	$1,512,617
Accounts payable - related parties	7,395	12,019
Accrued expenses	112,256	72,140
Accrued expenses - related parties	644,099	657,551
Deferred revenue	-	55,959
Convertible notes payable	2,255,066	2,255,066
Notes payable - current portion of long term debt	-	145,186
Total current liabilities	4,317,094	4,710,538

COMMITMENTS AND CONTINGENCIES (Note 15)	-	-

STOCKHOLDERS' DEFICIT
Preferred stock - $0.001 par value, 5,000,000 shares authorized, 0 shares issued and
outstanding at 3/31/2019 and 9/30/2018, respectively	-	-
Series A Convertible Preferred stock - $0.001 par value, 23,334 shares authorized, 0 shares and
20,000 shares issued and outstanding at 3/31/2019 and 9/30/2018, respectively	-	11
Series C Convertible Preferred stock - $0.001 par value, 1,785,715 shares authorized,
1,785,715 shares issued and outstanding at 3/31/2019 and 9/30/2018, respectively	1,790	1,790
Series D Convertible Preferred stock - $0.001 par value, 1,016,014 shares authorized,
1,016,004 shares issued and outstanding at 3/31/2019 and 9/30/2018, respectively	1,015	1,015
Common stock - $0.001 par value, 100,000,000 shares authorized, 18,192,949 and 17,531,502 shares
issued and outstanding at 3/31/2019 and 9/30/2018, respectively	18,192	17,532
Additional paid in capital	36,608,295	32,163,386
Accumulated deficit	(37,002,765)	(34,791,324)
Total stockholders' deficit	(373,473)	(2,607,590)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$3,943,621	$2,102,948

	Three Months Ended,		Six Months Ended,
	March 31, 2019	March 31, 2018	March 31, 2019	March 31, 2018
	(Restated)		(Restated)

REVENUE	$ 593,712	$ 1,092,228	1,195,921	$ 2,325,085
COST OF SALES	454,839	865,571	927,125	1,850,594
GROSS PROFIT	138,873	226,657	268,796	474,491
RESEARCH AND DEVELOPMENT EXPENSES	184,024	153,300	391,014	241,020
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	1,003,504	578,097	1,692,950	992,462
OPERATING LOSS	(1,048,655)	(504,740)	(1,815,168)	(758,991)

OTHER INCOME (EXPENSE):
Interest expense	(400,201)	(793,837)	(409,327)	(1,087,039)
Other income	6,618	(577)	13,054	18,611
Total other income (expense)	(393,583)	(794,414)	(396,273)	(1,068,428)

(LOSS) BEFORE INCOME TAXES	(1,442,238)	(1,299,154)	(2,211,441)	(1,827,419)

Income taxes - current provision	-	-	-	-

NET LOSS	$ (1,442,238)	$ (1,299,154)	(2,211,441)	$ (1,827,419)

Basic and diluted loss per share	$ (0.08)	$ (0.25)	(0.12)	$ (0.37)

Weighted average shares of common stock outstanding- basic and diluted	18,094,492	5,128,144	17,829,909	4,889,218

	Series A Convertible		Series C Convertible		Series D Convertible				Additional		Total
	Preferred Stock		Preferred Stock		Preferred Stock		Common Stock		Paid in	Accumulated	Stockholders'
	Shares	Amount	Shares	Amount	Shares	Amount	Amount	Amount	Capital	Deficit	Deficit
Balance as of September 30, 2017	23,334	$23	1,785,715	$1,790	1,016,004	$1,015	4,655,486	$4,655	$27,565,453	$(31,533,727)	$(3,960,791)
Stock compensation expense - employee options	-	-	-	-	-	-	-	-	5,187	-	5,187
Issuance of Series D Convertible Preferred Stock	-	-	-	-	-	-	-	-	216,774	-	216,774
Net loss	-	-	-	-	-	-	-	-	-	(528,265)	(528,265)
Balance as of December 31, 2017	23,334	23	1,785,715	1,790	1,016,004	1,015	4,655,486	4,655	27,787,414	(32,061,992)	(4,267,095)
Stock compensation expense - employee options	-	-	-	-	-	-	-	-	2,147	-	2,147
Issuance of Series D Convertible Preferred Stock	-	-	-	-	-	-	-	-	601,028	-	601,028
Issuance of common stock for services	-	-	-	-	-	-	329,240	330	70,311	-	70,641
Issuance of common stock for conversion of liabilities	-	-	-	-	-	-	230,000	230	48,070	-	48,300
Issuance of warrant for debt conversion	-	-	-	-	-	-	-	-	110,545	-	110,545
Net loss	-	-	-	-	-	-	-	-	-	(1,299,154)	(1,299,154)
Balance as of March 31, 2018	23,334	23	1,785,715	1,790	1,016,004	1,015	5,214,726	5,215	28,619,515	(33,361,146)	(4,733,588)

Balance as of October 1, 2018	20,000	11	1,785,715	1,790	1,016,004	1,015	17,531,502	17,532	32,163,385	(34,791,324)	(2,607,591)
Stock compensation expense - employee options	-	-	-	-	-	-	-	-	171,499	-	171,499
Issuance of common stock for warrant exercise	-	-	-	-	-	-	279,929	280	(280)	-	-
Net loss	-	-	-	-	-	-	-	(1)	-	(769,203)	(769,204)
Balance as of December 31, 2018	20,000	11	1,785,715	1,790	1,016,004	1,015	17,811,431	17,811	32,334,604	(35,560,527)	(3,205,296)
Stock compensation expense - employee options	-	-	-	-	-	-	-	-	91,648	-	91,648
Issuance of common stock for services	-	-	-	-	-	-	245,000	245	348,655	-	348,900
Conversion of Series A Preferred Stock	(20,000)	(11)	-	-	-	-	80,000	80	(69)	-	-
Beneficial conversion feature (Note 10)	-	-	-	-	-	-	-	-	1,570,049	-	1,570,049
Issuance of warrants to debt holders (Note 10)	-	-	-	-	-	-	-	-	1,244,263	-	1,244,263
Issuance of warrants for services related to debt offering (Note 10)	-	-	-	-	-	-	-	-	988,876	-	988,876
Stock based compensation- warrants	-	-	-	-	-	-	-	-	30,325	-	30,325
Issuance of common stock for warrant exercise	-	-	-	-	-	-	56,518	56	(56)	-	-
Net loss	-	-	-	-	-	-	-	-	-	(1,442,238)	(1,442,238)
Balance as of March 31, 2019	-	$-	1,785,715	$1,790	1,016,004	$1,015	$18,192,949	$18,192	$36,608,295	$(37,002,765)	$(373,473)

	Estimated
	Useful Lives	March 31, 2019	September 30, 2018
Machinery and equipment	2-10 years	$449,542	$332,306
Leasehold improvements	2-3 years	276,112	276,112
Furniture and fixtures	2-3 years	153,071	58,051
Software and websites	3- 7 years	35,830	35,830
Less: accumulated depreciation		(717,019)	(532,966)
		$197,536	$169,333

	Estimated	March 31,	September 30,
	Useful Lives	2019	2018
Technology	3 years	$520,000	$520,000
Less: accumulated amortization		(158,888)	(72,222)
Intangible assets, net		$361,112	$447,778

	March 31, 2019
		Weighted
		Average
		Exercise
	Shares	Price
Outstanding at beginning of period	15,473,398	$0.326
Issued	2,462,185	1.222
Exercised	(336,427)	(0.250)
Forfeited	-	-
Expired	(26,573)	(0.250)
Outstanding at end of period	17,572,583	$0.453
Exerciseable at end of period	17,572,583

Dividend yield	0%
Expected life	5 years
Expected volatility	180%-182
Risk free interest rate	2.06%-2.52%

		Weighted Average
	Options	Exercise Price	$
Outstanding as of September 30, 2018	2,182,668	$1.698	$3,706,519
Granted	100,000	3.030	303,000
Exercised	-	-	-
Forfeitures	-	-	-
Outstanding as of March 31, 2019	2,282,668	$1.757	$4,009,519

	Six Months Ended,
	March 31, 2019	March 31, 2018
	(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (2,211,441)	$ (1,827,419)
Adjustments to reconcile net loss to net cash (used in)
operating activities
Depreciation and amortization	133,019	30,462
Issuance of capital stock for services and expenses	348,900	70,641
Stock based compensation- warrants	30,325	-
Conversion of interest	-	64,233
Stock based compensation- stock option grants	263,147	7,334
Amortization of debt discount	361,534	475,174
Conversion of accrued liabilities- related parties to notes payable	-	491,802
Provision on loss on accounts receivable	8,728	21,406
Impairment of goodwill	-	110,545
Changes in operating assets and liabilities:
Accounts receivable	118,438	114,918
Prepaid expenses	7,296	4,292
Inventory	102,593	21,616
Other assets	(8,697)	(2,100)
Accounts payable - trade and accrued expenses	(245,393)	33,193
Deferred revenue	(55,959)	(58,615)
NET CASH (USED IN) OPERATING ACTIVITIES	(1,147,510)	(442,518)

CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for research and development equipment	(74,556)	-
NET CASH (USED IN) BY INVESTING ACTIVITIES:	(74,556)	-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable	3,809,976	-
Repayments of line of credit	(92,094)	(190,663)
Payments for issuance costs from notes payable	(368,322)	-
Proceeds from convertible notes payable	-	530,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	3,349,560	339,337

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	2,127,494	(103,181)

CASH AND CASH EQUIVALENTS, beginning of period	934,407	103,181

	March 31,	September 30,
	2019	2018
Convertible Redeemable Note - Clayon A. Struve	$1,071,000	$1,071,000
Convertible Redeemable Note - J3E2A2Z-LP	1,184,066	1,184,066
2019 Convertible Notes	3,809,976	-
	6,065,042	2,255,066

less debt discount - beneficial conversion feature	(2,387,136)	-
less debt discount - warrants	(1,157,609)	-
less debt discount - warrants issued for services related to debt offering	(265,231)	-
	$2,255,066	$2,255,066

	March 31, 2019
	Weighted	Weighted		Weighted
	Average	Average		Average
Number of	Remaining	Exercise	Shares	Exercise
Warrants	Life ( In Years)	Price	Exerciseable	Price
13,507,286	3.50	$0.250	13,507,286	$0.250
714,286	2.33	0.700	714,286	0.700
882,159	2.62	1.000	882,159	1.000
2,442,185	4.93	1.20-1.50	2,442,185	1.20-1.50
20,000	4.92	2.34-4.08	20,000	2.34-4.08
6,667	-	30.000	6,667	30.000
17,572,583	3.78	$0.453	17,572,583	$0.453

		Weighted	Weighted		Weighted
		Average	Average		Average
Range of	Number	Remaining Life	Exercise Price	Number	Exercise Price
Exercise Prices	Outstanding	In Years	Exerciseable	Exerciseable	Exerciseable
0.25	530,000	4.61	$0.250	99,375	$0.25
1.28	1,150,000	4.71	1.28	143,750	1.28
3.03	100,000	4.71	3.03	100,000	3.03
4.08-4.20	500,000	4.73	4.08-4.20	31,250	4.08-4.20
13.500	1,334	0.38	13.50	1,334	13.50
15.000	1,334	-	15.00	-	15.00
	2,282,668	4.69	$1.757	375,709	$1.755

Years Ended March 31,	Total
2020	$187,652
2021	196,526
2022	5,816
2023	-
2024	-
Beyond	-
Total	$389,994

	Three Months Ended March 31,
	2019	2018	$ Variance	% Variance
	(Restated)

Revenue	$594	$1,092	$(498)	-45.6%
Cost of sales	455	866	(411)	47.5%
Gross profit	139	226	(87)	-38.5%
Research and development expenses	184	153	31	-20.3%
Selling, general and administrative expenses	1,004	578	426	-73.7%
Operating loss	(1,049)	(505)	(544)	55.5%
Other (expense) income:
Interest expense	(400)	(793)	393	49.6%
Other income (expense)	7	(1)	8	800.0%
Total other income (expense)	(393)	(794)	401	50.5%
(Loss) before income taxes	(1,442)	(1,299)	(143)	-11.0%
Income taxes - current (benefit)	-	-	-	0.0%
Net loss	$(1,442)	$(1,299)	$(143)	-11.0%

	Six Months Ended March 31,
	2019	2018	$ Variance	% Variance
	(Restated)

Revenue	$ 1,196	$ 2,325	$ (1,129)	-48.6%
Cost of sales	927	1,851	(924)	49.9%
Gross profit	269	474	(205)	-43.2%
Research and development expenses	391	241	150	-62.2%
Selling, general and administrative expenses	1,693	992	701	-70.7%
Operating loss	(1,815)	(759)	(1,056)	89.7%
Other (expense) income:
Interest expense	(409)	(1,087)	678	62.4%
Other income (expense)	13	19	(6)	-31.6%
Total other income (expense)	(396)	(1,068)	672	62.9%
(Loss) before income taxes	(2,211)	(1,827)	(384)	-21.0%
Income taxes - current (benefit)	-	-	-	0.0%
Net loss	$ (2,211)	$ (1,827)	$ (384)	-21.0%

		Less Than			Greater Than
Contractual Cash Obligations (1)	Total	1 Year	1-3 Years	3-5 Years	5 Years
Operating leases	$ 389,994	$ 187,652	$ 196,526	$ 5,816	$ -
Convertible notes payable (Restated)	6,065,042	6,065,042	-	-	-
	$ 6,455,036	$ 6,252,694	$ 196,526	$ 5,816	$ -

Exhibit No.				Description

3.1				Restatement of the Articles of Incorporation dated September 13, 2013 (incorporated by reference to the Company’s Current Report on Form 8-K/A2, filed September 17, 2013)

3.2				Amended and Restated Bylaws (incorporated by reference to the Company’s Form 8-K, filed August 17, 2012)

3.3				Certificate of Amendment to the Restatement of the Articles of Incorporation dated June 11, 2015 (incorporated by reference to the Company’s Current Report on Form 8-K, filed June 17, 2015)

3.4				Amended and Restated Certificate of Designations, Preferences and Rights of the Company’s Series A Convertible Preferred Stock dated July 21, 2015 (incorporated by reference to the Company’s Current Report on Form 8-K, filed July 29, 2015)

3.5				Correction to Amended and Restated Certificate of Designations, Preferences and Rights of its Series A Convertible Preferred Stock dated March 8, 2016 (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 15, 2016)

3.6				Amendment 2 of Series A Preferred Stock Terms dated February 19, 2016 (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 15, 2016)

3.7				Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock (incorporated by reference to the Company’s Current Report on Form 8-K, filed August 11, 2016)

3.8				Form of Series C Convertible Preferred Stock 2016 (incorporated by reference to the Company’s Registration Statement on Form S-1, filed September 1, 2016)

3.9				Certificate of Correction and Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock (incorporated by reference to the Company’s Amended Current Report on Form 8-K/A, filed January 9, 2017)

3.10				Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 10, 2017)

3.11				Amended and Restated Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock. (incorporated by reference to the Company’s Current Report on Form 8-K, filed May 5, 2017)

3.12				Second Amended and Restated Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (incorporated by reference to the Company’s Current Report on Form 8-K, filed July 19, 2018)

3.13				Articles of Merger (incorporated by reference to the Company’s Current Report on Form 8-K, filed May 3, 2018)

3.14				Second Amended and Restated Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (incorporated by reference to the Company’s Current Report on Form 8-K, filed July 20, 2018)

3.15				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)

4.1				2011 Stock Incentive Plan (incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A, filed January 11, 2013)

10.1				Form of Preferred Stock and Warrant Purchase Agreement 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)

10.2				Form of Amended and Restated Registration Rights Agreement. 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)

10.3				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)

10.4				Securities Purchase Agreement dated August 14, 2017 by and between Visualant, Incorporated and accredited investor (incorporated by reference to the Company’s Current Report on Form 8-K, filed August 18, 2017)

10.5				Senior Secured Convertible Redeemable Debenture dated December 12, 2017 by and between Visualant, Incorporated and accredited investor. (incorporated by reference to the Company’s Current Report on Form 8-K, filed December 22, 2017)

10.6				General Security Agreement dated December 12, 2017 by and between Visualant, Incorporated and accredited investor (incorporated by reference to the Company’s Current Report on Form 8-K, filed August 18, 2017)

10.7				Common Stock Purchase Warrant dated December 12, 2017 issued by Visualant, Incorporated to accredited investor. (incorporated by reference to the Company’s Current Report on Form 8-K, filed December 22, 2017)

10.8				Schedule A to Subordination Agreement dated December 12, 2017 by and between an entity affiliated with Ronald P. Erickson and accredited investor. (incorporated by reference to the Company’s Current Report on Form 8-K, filed December 22, 2017)

10.9				Senior Secured Convertible Redeemable Debenture dated February 28, 2018 by and between Visualant, Incorporated and accredited investor. (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 7, 2018)

10.1				Common Stock Purchase Warrant dated February 28, 2018 issued by Visualant, Incorporated to accredited investor. (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 7, 2018)

10.11				Consulting and Services Agreement dated July 6, 2017 amongst Visualant, Incorporated, Blaze, Inc. and Phillip A. Bosua (incorporated by reference to the Company’s Form 10-K filed on December 29, 2017)

10.12				Note and Account Payable Conversion Agreement dated January 31, 2018 by and between Visualant, Incorporated and J3E2A2Z LP (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 21, 2018)

10.13				Convertible Redeemable Promissory Note dated January 31, 2018 by and between Visualant, Incorporated and J3E2A2Z LP (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 21, 2018)

10.14				Convertible Redeemable Promissory Note for Accounts Payable dated January 31, 2018 by and between Visualant, Incorporated and J3E2A2Z LP (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 21, 2018)

10.15				Common Stock Purchase Warrant dated January 31, 2018 by and between Visualant, Incorporated and Ronald P. Erickson (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 21, 2018)

10.16				Common Stock Purchase Warrant dated January 31, 2018 by and between Visualant, Incorporated and J3E2A2ZLP (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 21, 2018)

10.17				Employment Agreement dated April 10, 2018 by and between Visualant, Incorporated and Phillip A. Bosua. (incorporated by reference to the Company’s Annual Report on Form 10-K, filed December 21, 2018)

10.18				Amended Employment Agreement dated April 10, 2018 by and between Visualant, Incorporated and Ronald P. Erickson. (incorporated by reference to the Company’s Annual Report on Form 10-K, filed December 21, 2018)

10.19				Agreement and Plan of Merger, dated as of April 10, 2018, by and among Visualant, Incorporated, 500 Union Corporation, and RAAI Lighting, Inc. (incorporated by reference to the Company’s Annual Report on Form 10-K, filed December 21, 2018)

10.2				Certificate of Merger, dated as of April 10, 2018, by 500 Union Corporation (incorporated by reference to the Company’s Current Report on Form 8-K, filed April 17, 2018)

10.21				Fifth Modification of Loan and Security Agreement dated June 6, 2017 by and between TransTech Systems, Inc. and Capital Source Business Finance Group (incorporated by reference to the Company’s Current Report on Form 8-K, filed June 26, 2018)

10.22				Form of subscription agreement (incorporated by reference to the Company’s Current Report on Form 8-K, filed June 29, 2018)

10.23				Form of common stock purchase warrant (incorporated by reference to the Company’s Current Report on Form 8-K, filed June 29, 2018)

10.24				Amendment 1 dated November 16, 2018 to Senior Secured Convertible Redeemable Note dated September 30, 2016 by and between Know Labs, Inc. and Clayton A. Struve (incorporated by reference to the Company’s Current Report on Form 8-K, filed November 16, 2018)

10.25				Amendment 1 dated November 16, 2018 to Senior Secured Convertible Redeemable Note dated August 14, 2017 by and between Know Labs, Inc. and Clayton A. Struve (incorporated by reference to the Company’s Current Report on Form 8-K, filed November 16, 2018)

10.26				Amendment 1 dated November 16, 2018 to Senior Secured Convertible Redeemable Note dated December 12, 2017 by and between Know Labs, Inc. and Clayton A. Struve (incorporated by reference to the Company’s Current Report on Form 8-K, filed November 16, 2018)

10.27				Sixth Modification of Loan and Security Agreement effective December 12, 2018 by and between TransTech Systems, Inc. and Capital Source Business Finance Group (incorporated by reference to the Company’s Current Report on Form 8-K, filed December 20, 2018)

10.28				Form of Securities Purchase Agreement (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 6, 2019)

10.29				Form of Subscription Agreement (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 6, 2019)

10.3				Form of Subordinated Convertible Note (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 6, 2019)

10.31				Form of Common Stock Purchase Warrant (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 6, 2019)

10.32				Form of Subordination Agreement (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 6, 2019)

10.33				Form of Registration Rights Agreement (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 6, 2019)

14.1				Code of Ethics dated November 2018 (incorporated by reference to the Company’s Current Report on Form 8-K, filed November 27, 2018)

31.01				Certification of Principal Executive Officer Pursuant to Rule 13a-14. Filed herewith.

31.02				Certification of Principal Financial Officer Pursuant to Rule 13a-14, as amended. Filed herewith.

32.01				CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act, as amended. Filed herewith.

32.02				CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act, as amended. Filed herewith.

99.1				Audit Committee Charter dated November 2018 (incorporated by reference to the Company’s Current Report on Form 8-K, filed November 27, 2018)

99.2				Compensation Committee Charter dated November 2018 (incorporated by reference to the Company’s Current Report on Form 8-K, filed November 27, 2018)

99.3				Nominations and Corporate Governance Committee Charter dated November 2018 (incorporated by reference to the Company’s Current Report on Form 8-K, filed November 27, 2018)

101.INS*				XBRL Instance Document
101.SCH*				XBRL Taxonomy Extension Schema Document
101.CAL*				XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*				XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*				XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*				XBRL Taxonomy Extension Definition Linkbase Document


Date: January 22, 2020	By:	/s/ Phillip A Bosua
		Phillip A. Bosua
		Chief Executive Officer, and Director
		(Principal Executive Officer)


Date: January 22, 2020	By:	/s/ Ronald P. Erickson
		Ronald P. Erickson
		Interim Chief Financial Officer, and Treasurer
		(Principal Financial and Accounting Officer)