USBC 8-K
USBC, Inc. (USBC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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Item 1.01 Entry into Material Definitive Agreement
Amendment of Senior Secured Convertible Redeemable Notes
On October 22, 2024, Know Labs, Inc. (the “Company”) approved the Amendments below to the senior secured convertible redeemable notes with Ronald P. Erickson and/or entities with which he is affiliated, extending the due dates from September 30, 2024 to September 30, 2025 and increasing the interest rate from 6% to 8%.
Item 9.01 Financial Statements and Exhibits.
Exhibits.
Exhibit No. |
| Description of Exhibit |
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104 |
| Coverage Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 25, 2024 | KNOW LABS, INC. |
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| /s/ Ronald P. Erickson |
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| Name: Ronald P. Erickson |
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| Title: Chairman of the Board |
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EXHIBIT 10.1
AMENDMENT NO. 11 TO
CONVERTIBLE REDEEMABLE PROMISSORY NOTE
DATED JANUARY 31, 2018
THIS AMENDMENT NO. 11 TO CONVERTIBLE REDEEMABLE PROMISSORY NOTE DATED JANUARY 31, 2018 in the principal amount of US$519,833 (this “Amendment”) is made and entered into as of October 22, 2024, by and between J3E2A2Z LP (the “Holder”), and Know Labs, Inc., a Nevada corporation f/k/a Visualant, Incorporated (the “Company”).
RECITALS
WHEREAS, the Company is a party to that certain Convertible Redeemable Promissory Note dated January 31, 2018 as amended (as so amended, the “Debenture”), payable to Holder (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Debenture);
WHEREAS, the Promissory Note currently has a Maturity Date of September 30, 2024; and
WHEREAS, the Holder and the Company wish to amend the Promissory Note to extend the Maturity Date;
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to the following.
1. Amendment of Maturity Date. The Maturity Date of the Debenture is hereby amended to September 30, 2025.
2. Effect of Amendment. The parties hereto agree that the amendments described above are effective retroactively to September 30, 2024. Except as specifically set forth in this Amendment, the terms of the Debenture remain in full force and effect.
3. Interest Rate. The interest rate increases from 6% to 8%.
4. Counterparts. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
(signature page follows)
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| Company: |
| Holder: | ||
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| KNOW LABS, INC. |
| J3E2A2Z LP | ||
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| By: | /s/ Peter Conley |
| By: | /s/ Ronald P. Erickson |
| Name: Peter Conley |
| Name: Ronald P. Erickson | ||
| Title: Chief Financial Officer |
| Title: Manager | ||
| 2 |
EXHIBIT 10.2
AMENDMENT NO. 11 TO
CONVERTIBLE REDEEMABLE PROMISSORY NOTE
DATED JANUARY 31, 2018
THIS AMENDMENT NO. 11 TO CONVERTIBLE REDEEMABLE PROMISSORY NOTE DATED JANUARY 31, 2018 in the principal amount of US$664,233 (this “Amendment”) is made and entered into as of October 22, 2024, by and between J3E2A2Z LP (the “Holder”), and Know Labs, Inc., a Nevada corporation f/k/a Visualant, Incorporated (the “Company”).
RECITALS
WHEREAS, the Company is a party to that certain Convertible Redeemable Promissory Note dated January 31, 2018 as amended (as so amended, the “Debenture”), payable to Holder (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Debenture);
WHEREAS, the Promissory Note currently has a Maturity Date of September 30, 2024; and
WHEREAS, the Holder and the Company wish to amend the Promissory Note to extend the Maturity Date;
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to the following.
1. Amendment of Maturity Date. The Maturity Date of the Debenture is hereby amended to September 30, 2025.
2. Effect of Amendment. The parties hereto agree that the amendments described above are effective retroactively to September 30, 2024. Except as specifically set forth in this Amendment, the terms of the Debenture remain in full force and effect.
3. Interest Rate. The interest rate increases from 6% to 8%.
4. Counterparts. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
(signature page follows)
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| Company: |
| Holder: | ||
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| KNOW LABS, INC. |
| J3E2A2Z LP | ||
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| By: | /s/ Peter Conley |
| By: | /s/ Ronald P. Erickson |
| Name: Peter Conley |
| Name: Ronald P. Erickson | ||
| Title: Chief Financial Officer |
| Title: Manager | ||
| 2 |