As filed with the Securities and Exchange Commission on July 24, 2024
Registration No. 333‑280273
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
Amendment No. 4 to
FORM S‑1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
| Know Labs, Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada | | 3920 | | 90‑0273142 |
| (State or other jurisdiction of incorporation or organization) | | (Primary Standard Industrial Classification Code Number) | | (IRS Employer Identification No.) |
619 Western Avenue, Suite 610
Seattle, Washington 98104
206‑903‑1351
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Ronald P. Erickson
Chief Executive Officer
619 Western Avenue, Suite 610
Seattle, Washington 98104
206‑903‑1351
(Names, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
| Joshua E. Little Dentons Durham Jones Pinegar P.C. 192 East 200 North, 3rd Floor St. George, UT 84770 (435) 674-0400 joshua.e.little@dentons.com | Cavas Pavri ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 Phone: (202) 724-6847 Fax: (202)857-6395 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post‑effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post‑effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non‑accelerated filer | ☒ | Smaller reporting company | ☒ |
| | | Emerging growth company | ☐ |
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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
Know Labs, Inc. (the “Company”) is filing this Amendment No. 4 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-280273) (the “Registration Statement”) as an exhibits-only filing, solely to file Exhibit 23.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits.
(a) Exhibits.
| Exhibit No. | | Description |
| 1.1** | | Form of Underwriting Agreement |
| 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) |
| 4.1† | | Know Labs, Inc. 2021 Equity Incentive Plan (incorporated by reference to the Company’s Form S‑8 Filed December 10, 2021) |
| 4.2** | | Form of Unit Purchase Option |
| 4.3** | | Form of Warrant included in the Units |
| 4.4** | | Warrant Agency Agreement |
| 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) |
| 10.2 | | 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) |
| 10.3 | | 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) |
| 10.4 | | 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) |
| 10.5 | | Note and Account Payable Conversion Agreement and related notes and warrants 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) |
| 10.8† | | 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) |
| 10.9† | | Employment Agreement dated May 13, 2022 by and between Know Labs, Inc. and Peter Conley. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed August 12, 2022) |
| 10.11 | | Common Stock Purchase Warrant issued by Know Labs, Inc. to Boustead Securities, LLC on September 20, 2022 (incorporated by reference to the Company’s Current Report on Form 8-K, filed September 21, 2022) |
| 10.12 | | Extension of Warrant Agreement dated December 7, 2022 by and between Know Labs, Inc. and Clayton A. Struve (incorporated by reference to the Company’s Current Report on Form 8-K, filed December 9, 2022) |
| 10.13 | | Extension of Warrant Agreement dated January 19, 2023 by and between Know Labs, Inc. and Ronald P. Erickson (incorporated by reference to the Company’s Current Report on Form 8-K, filed January 23, 2023). |
| 10.14 | | Extension of Warrant Agreement dated January 19, 2023 by and between Know Labs, Inc. and J3E2A2Z LP (incorporated by reference to the Company’s Current Report on Form 8-K, filed January 23, 2023). |
| 10.15 | | Amendment 10 dated September 15, 2023 to Convertible Redeemable Promissory Note dated January 31, 2018, by and between Know Labs, Inc. and J3E2A2Z LP (incorporated by reference to the Company’s Current Report on Form 8-K, filed September 19, 2023). |
| 10.16 | | Amendment 10 dated September 15, 2023 to Convertible Redeemable Promissory Note dated January 31, 2018, by and between Know Labs, Inc. and J3E2A2Z LP (incorporated by reference to the Company’s Current Report on Form 8-K, filed September 19, 2023). |
| 10.17 | | Amendment 9 dated September 15, 2023 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 September 19, 2023). |
| 10.18 | | Amendment 9 dated September 15, 2023 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 September 19, 2023). |
| 10.19 | | Amendment 9 dated September 15, 2023 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 September 19, 2023). |
| 10.20 | | Amendment 8 dated September 15, 2023 to Senior Secured Convertible Redeemable Note dated February 28, 2018 by and between Know Labs, Inc. and Clayton A. Struve (incorporated by reference to the Company’s Current Report on Form 8-K, filed September 19, 2023). |
| 10.21 | | Underwriting Agreement, dated September 26, 2023, between Know Labs, Inc., Boustead Securities, LLC and The Benchmark Company, LLC (incorporated by reference to the Company’s Current Report on Form 8-K, filed September 29, 2023). |
| 10.22 | | Common Stock Purchase Warrant issued by Know Labs, Inc. to Boustead Securities, LLC on September 29, 2023 (incorporated by reference to the Company’s Current Report on Form 8-K, filed September 29, 2023). |
| 10.23 | | Common Stock Purchase Warrant issued by Know Labs, Inc. to The Benchmark Company, LLC on September 29, 2023 (incorporated by reference to the Company’s Current Report on Form 8-K, filed September 29, 2023). |
| 10.24 | | Securities Purchase Agreement, dated February 27, 2024, between Know Labs, Inc. and Lind Global II, LP (incorporated by reference to the Company’s Current Report on Form 8-K, filed February 29, 2024). |
| 10.25 | | Form of Convertible Secured Promissory Note issued by Know Labs, Inc. to Lind Global II, LP on February 27, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K, filed February 29, 2024). |
| 10.26 | | Form of Warrant to Purchase Common Stock issued by Know Labs, Inc. to Lind Global II, LP on February 27, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K, filed February 29, 2024). |
| 10.27 | | Security Agreement, dated February 27, 2024, between Know Labs, Inc. and Lind Global II, LP (incorporated by reference to the Company’s Current Report on Form 8-K, filed February 29, 2024). |
| 10.28 | | Guaranty, dated February 27, 2024, between Know Labs, Inc. and Lind Global II, LP (incorporated by reference to the Company’s Current Report on Form 8-K, filed February 29, 2024). |
| 10.29 | | At the Market Offering Agreement, dated March 20, 2024, by and between Know Labs, Inc. and The Benchmark Company, LLC (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 20, 2024). |
| 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) |
| 21.1 | | Subsidiaries of the Registrant. (incorporated by reference to the Company’s Annual Report on Form 10-K, filed December 19, 2023) |
| 23.1* | | Consent of BPM LLP, Independent Registered Public Accounting Firm |
| 23.2** | | Consent of Dentons Durham Jones Pinegar P.C. (included in Exhibit 5.1) |
| 24.1** | | Power of Attorney (included in the signature page) |
| 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) |
| 107** | | Exhibit Filing Fees |
___________________
| † | Executive compensation plan or arrangement. |
| * | Filed herewith. |
| ** | Previously filed. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on July 24, 2024.
| Know Labs, Inc. | |
| | By: | /s/ Ronald P. Erickson | |
| | | Ronald P. Erickson Chief Executive Officer and Director | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | | Title | | Date |
| | | | | |
| /s/ Ronald P. Erickson | | Chief Executive Officer | | July 24, 2024 |
| Ronald P. Erickson | | (Principal Executive Officer), Director | | |
| | | | | |
| * | | Chief Financial Officer | | July 24, 2024 |
| Peter Conley | | (Principal Financial and Accounting Officer) | | |
| | | | | |
| * | | Director | | July 24, 2024 |
| Jon Pepper | | | | |
| | | | | |
| * | | Director | | July 24, 2024 |
| William A. Owens | | | | |
| | | | | |
| * | | Director | | July 24, 2024 |
| Ichiro Takesako | | | | |
| | | | | |
| * | | Director | | July 24, 2024 |
| John Cronin | | | | |
| | | | | |
| * | | Director | | July 24, 2024 |
| Timothy Londergan | | | | |
| | | | | |
| * | | Director | | July 24, 2024 |
| Larry K. Ellingson | | | | |
| * | By: | /s/ Ronald P. Erickson | | |
| Name: Ronald P. Erickson | | |
| Title: Attorney-in-fact | | |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Amendment No. 4 to the Registration Statement on Form S-1 of our report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 2 to the consolidated financial statements) dated December 19, 2023, relating to the consolidated financial statements, which appears in the Annual Report on Form 10-K of Know Labs, Inc. for the year ended September 30, 2023. We also consent to the reference to us under the caption “Experts” in this Registration Statement.
/s/ BPM LLP
BPM LLP
Santa Rosa, California
July 24, 2024
