USBC, Inc 10-Q/A for FY2019 Q2

USBC, Inc. (USBC)

10-Q/A 2020-01-22 For: 2019-06-30

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 June 30, 2019 (FY2019 Q2).

Headline figures

Quarter ended June 30, 2019, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $381.27K; down 65.6% from $1.11M a year earlier
Net loss: $2.15M; compared with a net loss of $506.25K 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 (Do not check if a smaller reporting company)	☐	Smaller reporting company	☒
Emerging growth company	☐

	As of June 30, 2019
	As Originally Reported	As Restated
Convertible notes payable	$ 2,255,065	$ 2,512,007
Common stock	22,568	18,326
Additional paid in capital	37,515,550	38,215,464
Accumulated deficit	(38,090,578)	(39,157,031)

	Three Months Ended June 30, 2019
Selling, general and administrative expenses	797,939	689,027
Operating loss	(1,134,029)	(1,025,117)
Interest expense	(4,631)	(1,462,376)
Loss before taxes and net loss	(805,433)	(2,154,266)

	Nine Months Ended June 30, 2019
Selling, general and administrative expenses	3,165,720	2,381,977
Operating loss	(3,624,028)	(2,840,285)
Interest expense	(21,507)	(1,871,703)
Loss before taxes and net loss	(3,299,254)	(4,365,707)


		Page Number

PART I	FINANCIAL INFORMATION

ITEM 1	Financial Statements (unaudited except as noted)	4

	Consolidated Balance Sheets as of June 30, 2019 and September 30, 2018 (audited)	4

	Consolidated Statements of Operations for the three and nine months ended June 30, 2019 and 2018	5

	Consolidated Statements of Changes in Stockholders’ Deficit	6

	Consolidated Statements of Cash Flows for the nine months ended June 30, 2019 and 2018	7

	Notes to the Financial Statements	8

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

ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	31

ITEM 4	Controls and Procedures	31

PART II	OTHER INFORMATION

ITEM 1A.	Risk Factors	33

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	42

ITEM 3	Defaults upon Senior Securities	43

ITEM 4	Mine Safety Disclosures	43

ITEM 5	Other Information	43

ITEM 6	Exhibits	43

	SIGNATURES	46

	June 30, 2019	September 30, 2018
ASSETS	(Restated)	(Audited)

CURRENT ASSETS:
Cash and cash equivalents	$ 2,688,707	$ 934,407
Accounts receivable, net of allowance of $60,000 and $60,000, respectively	81,548	320,538
Prepaid expenses	11,251	20,140
Inventories, net	63,937	203,582
Total current assets	2,845,443	1,478,667

EQUIPMENT, NET	146,225	169,333

OTHER ASSETS
Intangible assets	317,779	447,778
Other assets	13,767	7,170

TOTAL ASSETS	$ 3,323,214	$ 2,102,948

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES:
Accounts payable - trade	$ 833,586	$ 1,512,617
Accounts payable - related parties	2,546	12,019
Accrued expenses	174,120	72,140
Accrued expenses - related parties	721,391	657,551
Deferred revenue	-	55,959
Convertible notes payable	2,512,007	2,255,066
Notes payable - current portion of long term debt	-	145,186
Total current liabilities	4,243,650	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 6/30/2019 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 6/30/2019 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 6/30/2019 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 6/30/2019 and 9/30/2018, respectively	1,015	1,015
Common stock - $0.001 par value, 100,000,000 shares authorized, 18,325,171 and 17,531,502 shares
issued and outstanding at 6/30/2019 and 9/30/2018, respectively	18,326	17,532
Additional paid in capital	38,215,464	32,163,386
Accumulated deficit	(39,157,031)	(34,791,324)
Total stockholders' deficit	(920,436)	(2,607,590)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 3,323,214	$ 2,102,948

	Three Months Ended,		Nine Months Ended,
	June 30, 2019	June 30, 2018	June 30, 2019	June 30, 2018
	(Restated)		(Restated)

REVENUE	$ 381,270	$ 1,107,216	$ 1,577,191	$ 3,432,301
COST OF SALES	275,819	909,957	1,202,944	2,760,551
GROSS PROFIT	105,451	197,259	374,247	671,750
RESEARCH AND DEVELOPMENT EXPENSES	441,541	125,789	832,555	366,809
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	689,027	803,857	2,381,977	1,796,319
OPERATING LOSS	(1,025,117)	(732,387)	(2,840,285)	(1,491,378)

OTHER INCOME (EXPENSE):
Interest expense	(1,462,376)	(8,696)	(1,871,703)	(1,095,880)
Other income	8,227	436	21,281	19,192
Gain on debt settlements	325,000	234,393	325,000	234,393
Total other income (expense)	(1,129,149)	226,133	(1,525,422)	(842,295)

(LOSS) BEFORE INCOME TAXES	(2,154,266)	(506,254)	(4,365,707)	(2,333,673)

Income taxes - current provision	-	-	-	-

NET LOSS	$ (2,154,266)	$ (506,254)	$ (4,365,707)	$ (2,333,673)

Basic and diluted loss per share	$ (0.12)	$ (0.06)	$ (0.24)	$ (0.39)

Weighted average shares of common stock outstanding- basic and diluted	18,197,308	8,065,144	17,955,281	5,947,860

	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)
Stock compensation expense - employee options	-	-	-	-	-	-	-	-	-	-	-
Issuance of common stock for services	-	-	-	-	-	-	879,000	879	277,361	-	278,240
Issuance of common stock for conversion of liabilities	-	-	-	-	-	-	605,000	605	199,045	-	199,650
Issuance of common stock for cash	-	-	-	-	-	-	6,840,000	6,840	1,703,160	-	1,710,000
Issuance of warrant for services	-	-	-	-	-	-	-	-	121,710	-	121,710
Issuance of common stock for acquisition of technology	-	-	-	-	-	-	2,000,000	2,000	518,000	-	520,000
Net loss	-	-	-	-	-	-	-	-	-	(506,254)	(506,254)
Balance as of June 30, 2018	23,334	23	1,785,715	1,790	1,016,004	1,015	15,538,726	15,539	31,438,791	(33,867,400)	(2,410,242)

Balance as of October 1, 2018	20,000	11	1,785,715	1,790	1,016,004	1,015	17,531,502	17,532	32,163,386	(34,791,324)	(2,607,590)
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	32,334,605	(35,560,527)	(3,205,295)
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)	-	-	-	-	-	-	-	-	1,570,048	-	1,570,048
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)
Stock compensation expense - employee options	-	-	-	-	-	-	-	-	95,906	-	95,906
Beneficial conversion feature (Note 10)	-	-	-	-	-	-	-	-	1,287,912	-	1,287,912
Issuance of warrants to debt holders (Note 10)	-	-	-	-	-	-	-	-	140,266	-	140,266
Issuance of warrants for services related to debt offering (Note 10)	-	-	-	-	-	-	-	-	83,219	-	83,219
Issuance of common stock for warrant exercise	-	-	-	-	-	-	132,222	134	(134)	-	-
Net loss	-	-	-	-	-	-	-	-	-	(2,154,266)	(2,154,266)
Balance as of June 30, 2019	-	$ -	1,785,715	$ 1,790	1,016,004	$ 1,015	18,325,171	$ 18,326	$ 38,215,464	$ (39,157,031)	$ (920,436)

	Estimated	June 30,	September 30,
	Useful Lives	2019	2018
Machinery and equipment	2-10 years	$ 454,921	$ 332,306
Leasehold improvements	2-3 years	3,612	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		(501,209)	(532,966)
		$ 146,225	$ 169,333

	June 30, 2019
		Weighted
		Average
		Exercise
	Shares	Price
Outstanding at beginning of period	15,473,398	$0.326
Issued	2,853,359	1.179
Exercised	(468,649)	(0.250)
Forfeited	-	-
Expired	(61,018)	(3.501)
Outstanding at end of period	17,797,090	$0.454
Exerciseable at end of period	17,797,090

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	255,000	2.136	544,750
Exercised	-	-	-
Forfeitures	-	-	-
Outstanding as of June 30, 2019	2,437,668	$1.744	$4,251,269

Dividend yield	0%
Expected life	3 yrs
Expected volatility	125%
Risk free interest rate	2.0%

Years Ended June 30,	Total
2020	$132,941
2021	169,297
2022	-
2023	-
2024	-
Beyond	-
Total	$302,238

	Three Months Ended June 30,
	2019	2018	$ Variance	% Variance

Revenue	$ 381	$ 1,107	$ (726)	-65.6%
Cost of sales	276	910	(634)	69.7%
Gross profit	105	197	(92)	-46.7%
Research and development expenses	442	126	316	-250.8%
Selling, general and administrative expenses	688	803	(115)	14.3%
Operating loss	(1,025)	(732)	(293)	-189.8%
Other (expense) income:
Interest expense	(1,462)	(9)	(1,453)	-16144.4%
Other income	8	-	8	100.0%
Gain on debt settlements	325	235	90	38.3%
Total other income	(1,129)	226	(1,355)	-599.6%
(Loss) before income taxes	(2,154)	(506)	(1,648)	-325.7%
Income taxes - current (benefit)	-	-	-	0.0%
Net loss	$ (2,154)	$ (506)	$ (1,648)	-325.7%

	Nine Months Ended,
	June 30, 2019	June 30, 2018
	(Restated)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (4,365,707)	$ (2,333,673)
Adjustments to reconcile net loss to net cash (used in) operating activities
Depreciation and amortization	156,931	43,984
Issuance of capital stock for services and expenses	348,900	348,881
Stock based compensation- warrants	30,325	-
Conversion of interest	-	64,233
Stock based compensation- stock option grants	359,053	7,337
Amortization of debt discount	1,736,357	475,174
Conversion of accrued liabilities- related parties to notes payable	-	491,802
Provision on loss on accounts receivable	67,792	-
Loss on sale of assets	32,777	-
Issuance of warrant for debt conversion	-	232,255
Issuance of common stock for conversion of liabilities	-	247,950
Non cash gain on debt settlement	(325,000)	(234,393)
Changes in operating assets and liabilities:
Accounts receivable	170,861	262,860
Prepaid expenses	8,889	17,788
Inventory	139,645	55,175
Other assets	(6,597)	(2,100)
Accounts payable - trade and accrued expenses	(197,697)	(459,954)
Deferred revenue	(55,946)	(59,692)
NET CASH (USED IN) OPERATING ACTIVITIES	(1,899,417)	(842,373)

CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for research and development equipment	(79,934)	(25,319)
NET CASH (USED IN) BY INVESTING ACTIVITIES:	(79,934)	(25,319)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of line of credit	(101,518)	(170,990)
Proceeds from convertible notes payable	4,242,490	530,000
Payments for issuance costs from convertible notes payable	(407,321)	-
Proceeds from issuance of common/ preferred stock, net of costs	-	1,710,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	3,733,651	2,069,010

NET INCREASE IN CASH AND CASH EQUIVALENTS	1,754,300	1,201,318

	June 30, 2019
	Weighted	Weighted		Weighted
	Average	Average		Average
Number of	Remaining	Exercise	Shares	Exercise
Warrants	Life ( In Years)	Price	Exerciseable	Price
13,467,286	3.27	$0.250	13,467,286	$0.250
714,286	2.08	0.700	714,286	0.700
882,159	2.37	1.000	882,159	1.000
2,713,359	4.74	1.20-1.50	2,713,359	1.20-1.50
20,000	2.99	2.34-4.08	20,000	2.34-4.08
-	-	-	-	-
17,797,090	3.69	$0.454	17,797,090	$0.454

		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	4.36	$0.250	184,375	$0.25
1.28-1.90	1,305,000	4.50	1.31	359,375	1.31
3.03	100,000	4.46	3.03	100,000	3.03
4.08-4.20	500,000	4.48	4.13	125,000	4.13
13.500	1,334	0.38	13.50	1,334	13.50
15.000	1,334	-	15.00	-	15.00
	2,437,668	4.46	$1.744	770,084	$1.746

		Less Than			Greater Than
Contractual Cash Obligations (1)	Total	1 Year	1-3 Years	3-5 Years	5 Years
Operating leases	$ 302,238	$ 132,941	$ 169,297	$ -	$ -
Convertible notes payable (restated)	6,497,556	6,497,556	-	-	-
	$ 6,799,794	$ 6,630,497	$ 169,297	$ -	$ -

	Nine Months Ended June 30,
	2019	2018	$ Variance	% Variance

Revenue	$ 1,577	$ 3,432	$ (1,855)	-54.1%
Cost of sales	1,203	2,760	(1,557)	56.4%
Gross profit	374	672	(298)	-44.3%
Research and development expenses	833	367	466	-127.0%
Selling, general and administrative expenses	2,381	1,796	585	-32.6%
Operating loss	(2,840)	(1,491)	(1,349)	-115.2%
Other (expense) income:
Interest expense	(1,872)	(1,096)	(776)	-70.8%
Other income	21	234	(213)	-91.0%
Gain on debt settlements	325	19	306	1610.5%
Total other income (expense)	(1,526)	(843)	(683)	-81.0%
(Loss) before income taxes	(4,366)	(2,334)	(2,032)	-87.1%
Income taxes - current (benefit)	-	-	-	0.0%
Net loss	$ (4,366)	$ (2,334)	$ (2,032)	-87.1%

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)
10.10		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)
10.20		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		Form of subscription agreement (incorporated by reference to the Company’s Current Report on Form 8-K, filed June 29, 2018)
10.22		Form of common stock purchase warrant (incorporated by reference to the Company’s Current Report on Form 8-K, filed June 29, 2018)
10.23		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)
10.24		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)
10.25		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)
10.26		Form of Securities Purchase Agreement (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 6, 2019)
10.27		Form of Subscription Agreement (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 6, 2019)
10.28		Form of Subordinated Convertible Note (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 6, 2019)
10.29		Form of Common Stock Purchase Warrant (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 6, 2019)
10.30		Form of Subordination Agreement (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 6, 2019)
10.31		Form of Registration Rights Agreement (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 6, 2019)
10.32		Amendment 2 dated April 30, 2019 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 May 22, 2019)
10.33		Amendment 2 dated April 30, 2019 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 May 22, 2019)
10.34		Amendment 2 dated April 30, 2019 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 May 22, 2019)
10.35		Amendment 1 dated April 30, 2019 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 May 22, 2019)
10.36		Amendment 1 dated April 30, 2019 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 May 22, 2019)
10.37		Amendment 1 dated April 30, 2019 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 May 22, 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. Filed herewith.
32.01		CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act. Filed herewith.
32.02		CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act. 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)