USBC, Inc 10-Q for FY2020 Q1

USBC, Inc. (USBC)

10-Q 2020-05-15 For: 2020-03-31

Added on April 10, 2026

About this 10-Q

USBC, Inc filed this 10-Q on May 15, 2020, covering the quarter ended March 31, 2020 (FY2020 Q1).

Headline figures

Quarter ended March 31, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $4546; down 99.2% from $593.71K a year earlier
Net loss: $3.33M; compared with a net loss of $1.44M 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	☐

	Page Number

PART I FINANCIAL INFORMATION

ITEM 1 Financial Statements (unaudited except as noted)	3

Consolidated Balance Sheets as of March 31, 2020 and September 30, 2019 (audited)	3

Consolidated Statements of Operations for the three and six months ended March 31, 2020 and 2019	4

Consolidated Statements of Changes in Stockholders’ Deficit	5

Consolidated Statements of Cash Flows for the three and six months ended March 31, 2020 and 2019	6

Notes to the Financial Statements	7

ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operation	20

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk	29

ITEM 4 Controls and Procedures	29

PART II OTHER INFORMATION

ITEM 1A. Risk Factors	31

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	41

SIGNATURES	44

	March 31, 2020	September 30, 2019
ASSETS		(Audited)

CURRENT ASSETS:
Cash and cash equivalents	$776,752	$1,900,836
Accounts receivable, net of allowance of $0 and $40,000, respectively	-	63,049
Prepaid expenses	-	6,435
Inventories, net	-	7,103
Total current assets	776,752	1,977,423

PROPERTY AND EQUIPMENT, NET	119,774	130,472

OTHER ASSETS
Intangible assets	187,780	274,446
Other assets	13,766	13,766
Operating lease right of use asset	130,100	243,526

TOTAL ASSETS	$1,228,172	$2,639,633

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES:
Accounts payable - trade	$693,598	$810,943
Accounts payable - related parties	8,439	7,048
Accrued expenses	118,633	460,055
Accrued expenses - related parties	677,918	458,500
Convertible notes payable	2,739,330	3,954,241
Current portion of operating lease right of use liability	118,568	124,523
Total current liabilities	4,356,486	5,815,310

NON-CURRENT PORTION OF OPERATING LEASE RIGHT OF USE LIABILITY	12,906	121,613

COMMITMENTS AND CONTINGENCIES (Note 14)	-	-

STOCKHOLDERS' DEFICIT
Preferred stock - $0.001 par value, 5,000,000 shares authorized, 0 shares issued and
outstanding at 3/31/2020 and 9/30/2019 respectively	-	-
Series A Convertible Preferred stock - $0.001 par value, 23,334 shares authorized, 0 shares
issued and outstanding at 3/31/2020 and 9/30/2019, respectively	-	-
Series C Convertible Preferred stock - $0.001 par value, 1,785,715 shares authorized,
1,785,715 shares issued and outstanding at 3/31/2020 and 9/30/2019, 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 3/31/2020 and 9/30/2019, respectively	1,015	1,015
Common stock - $0.001 par value, 100,000,000 shares authorized, 23,324,128 and 18,366,178
shares issued and outstanding at 3/31/2020 and 9/30/2019, respectively	23,324	18,366
Additional paid in capital	45,581,817	39,085,179
Accumulated deficit	(48,749,166)	(42,403,640)
Total stockholders' deficit	(3,141,220)	(3,297,290)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$1,228,172	$2,639,633

	Three Months Ended,		Six Months Ended,
	March 31, 2020	March 31, 2019	March 31, 2020	March 31, 2019

REVENUE	$4,546	$593,712	$121,939	$1,195,921
COST OF SALES	3,791	454,839	69,726	927,125
GROSS PROFIT	755	138,873	52,213	268,796
RESEARCH AND DEVELOPMENT EXPENSES	447,165	184,024	938,303	391,014
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	1,622,941	1,003,504	2,543,492	1,692,950
OPERATING LOSS	(2,069,351)	(1,048,655)	(3,429,582)	(1,815,168)

OTHER INCOME (EXPENSE):
Interest expense	(1,301,674)	(400,201)	(2,981,164)	(409,327)
Other income	40,512	6,618	65,220	13,054
Total other (expense), net	(1,261,162)	(393,583)	(2,915,944)	(396,273)

LOSS BEFORE INCOME TAXES	(3,330,513)	(1,442,238)	(6,345,526)	(2,211,441)

Income taxes - current provision	-	-	-	-

NET LOSS	$(3,330,513)	$(1,442,238)	$(6,345,526)	$(2,211,441)

Basic and diluted loss per share	$(0.16)	$(0.08)	$(0.33)	$(0.12)

Weighted average shares of common stock outstanding- basic and diluted	20,424,329	18,094,492	19,412,240	17,829,909

	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	Shares	Amount	Capital	Deficit	Deficit
Balance as of October 1, 2018	20,000	$11	1,785,715	$1,790	1,016,004	$1,015	17,531,522	$17,531	$32,163,386	$(34,791,324)	$(2,607,591)
Stock compensation expense - employee options	-	-	-	-	-	-	-	-	171,499	-	171,499
Conversion of Series A Convertible Preferred Stock	-	-					279,929	280	(280)	-	-
Net loss	-	-	-	-	-	-	-	-	-	(769,203)	(769,203)
Balance as of December 31, 2018	20,000	11	1,785,715	1,790	1,016,004	1,015	17,811,451	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)	-	-	-	-	-	-	-	-	1,570,049	-	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	18,192,969	18,192	36,608,296	(37,002,765)	(373,472)
Balance as of October 1, 2019	-	-	1,785,715	1,790	1,016,004	1,015	18,366,178	18,366	39,085,179	(42,403,640)	(3,297,290)
Stock compensation expense - employee options	-	-	-	-	-	-	-	-	399,897	-	399,897
Stock option exercise	-	-	-	-	-	-	73,191	73	(73)	-	-
Beneficial conversion feature (Note 10)	-	-	-	-	-	-	-	-	330,082	-	330,082
Issuance of warrants to debt holders (Note 10)	-	-	-	-	-	-	-	-	168,270	-	168,270
Issuance of warrants for services related to debt offering (Note 10)	-	-	-	-	-	-	-	-	160,427	-	160,427
Issuance of common stock for exercise of warrants	-	-	-	-	-	-	28,688	29	(29)	-	-
Net loss	-	-	-	-	-	-	-	-	-	(3,015,013)	(3,015,013)
Balance as of December 31, 2019	-	-	1,785,715	1,790	1,016,004	1,015	18,468,057	18,468	40,143,753	(45,418,653)	(5,253,627)
Stock compensation expense - employee options	-	-	-	-	-	-	-	-	165,829	-	165,829
Conversion of debt offering and accrued interest (Note 10)	-	-	-	-	-	-	4,114,800	4,115	4,110,685	-	4,114,800
Beneficial conversion feature (Note 10)	-	-	-	-	-	-	-	-	105,535	-	105,535
Issuance of warrants to debt holders (Note 10)	-	-	-	-	-	-	-	-	21,214	-	21,214
Issuance of warrants for services related to debt offering (Note 10)	-	-	-	-	-	-	-	-	9,542	-	9,542
Issuance of common stock for services	-	-	-	-	-	-	540,000	540	1,025,460	-	1,026,000
Issuance of common stock for exercise of warrants	-	-	-	-	-	-	201,271	201	(201)	-	0
Net loss	-	-	-	-	-	-	-	-	-	(3,330,513)	(3,330,513)
Balance as of March 31, 2020	-	$-	1,785,715	$1,790	1,016,004	$1,015	$23,324,128	$23,324	$45,581,817	$(48,749,166)	$(3,141,220)

	Estimated	March 31,	September 30,
	Useful Lives	2020	2019
Machinery and equipment	2-10 years	$310,797	$412,238
Leasehold improvements	2-3 years	3,612	3,612
Furniture and fixtures	2-3 years	26,855	58,051
Software and websites	3- 7 years	-	35,830
Less: accumulated depreciation		(221,490)	(379,259)
		$119,774	$130,472

Year	$
2021	$133,996
2022	12,086
2023	0
2024	-
	146,082
Imputed interest	(14,608)
Total lease liability	$131,474

	March 31, 2020	September 30, 2019
Convertible note- Clayton A. Struve	$1,071,000	$1,071,000
Convertible note- Ronald P. Ericksin	1,184,066	1,184,066
2019 Debt offering	4,242,490	4,242,515
2020 Debt offering	715,000	-
less conversions	(3,809,975)	-
less debt discount - beneficial conversion feature	(316,894)	(1,273,692)
less debt discount - warrants	(169,635)	(616,719)
less debt discount - warrants issued for services related to debt offering	(176,722)	(652,919)
	$2,739,330	$3,954,251

	March 31, 2020
		Weighted
		Average
		Exercise
	Shares	Price
Outstanding at beginning of period	17,747,090	$0.455
Issued	452,300	1.200
Exercised	(229,959)	(0.979)
Forfeited	(213,983)	(1.065)
Expired	-	-
Outstanding at end of period	17,755,448	$0.460
Exerciseable at end of period	17,755,448

Assumptions
Dividend yield	0%
Expected life	5 years
Expected volatility	176%-177%
Risk free interest rate	1.51%-1.71%

	Options	Weighted Average Exercise Price	$
Outstanding as of September 30, 2017	15,404	$14.68	$226,059
Granted	2,180,000	1.683	3,668,500
Exercised	-	-	-
Forfeitures	(12,736)	14.764	(188,040)
Outstanding as of September 30, 2018	2,182,668	1.698	3,706,519
Granted	2,870,000	2.615	7,504,850
Exercised	-	-	-
Forfeitures	(520,000)	(3.906)	(2,031,000)
Outstanding as of September 30, 2019	4,532,668	2.025	9,180,369
Granted	3,020,000	1.125	3,397,600
Exercised	(73,191)	(0.250)	(18,298)
Forfeitures	(2,588,143)	(2.650)	(6,859,712)
Outstanding as of March 31, 2020	4,891,334	$1.165	$5,699,959

			Segment
		Gross	Net	Segment
Segment	Revenue	Margin	Profit (Loss)	Assets
Three Months Ended March 31, 2020
Development of the Bio-RFID™” and “ChromaID™” technologies	$-	$-	$(3,346)	$1,224
TransTech distribution business	5	1	15	4
Total segments	$5	$1	$(3,331)	$1,228

Three Months Ended March 31, 2019
Development of the Bio-RFID™” and “ChromaID™” technologies	$-	$-	$(1,434)	$3,565
TransTech distribution business	594	139	(8)	379
Total segments	$594	$139	$(1,442)	$3,944

	Three Months Ended March 31,
	2020	2019	$ Variance	% Variance

Revenue	$5	$594	$(589)	-99.2%
Cost of sales	4	455	(451)	99.1%
Gross profit	1	139	(138)	-99.3%
Research and development expenses	447	184	263	-142.9%
Selling, general and administrative expenses	1,623	1,004	619	-61.7%
Operating loss	(2,069)	(1,049)	(1,020)	-105.3%
Other (expense) income:
Interest expense	(1,302)	(400)	(902)	-225.5%
Other income (expense)	40	7	33	471.4%
Total other income (expense)	(1,262)	(393)	(869)	-221.1%
(Loss) before income taxes	(3,331)	(1,442)	(1,889)	-131.0%
Income taxes - current (benefit)	-	-	-	0.0%
Net (loss)	$(3,331)	$(1,442)	$(1,889)	-131.0%

	Six Months Ended,
	March 31, 2020	March 31, 2019

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$(6,345,526)	$(2,211,441)
Adjustments to reconcile net loss to net cash (used in) operating activities
Depreciation and amortization	120,745	133,019
Issuance of capital stock for services and expenses	1,026,000	348,900
Stock based compensation- warrants	-	30,325
Stock based compensation- stock option grants	565,726	263,147
Amortization of debt discount	2,792,398	361,534
Provision on loss on accounts receivable	2,439	8,728
Right of use, net	(1,236)	-
Loss on sale of assets	4,358	-
Changes in operating assets and liabilities:
Accounts receivable	60,610	118,438
Prepaid expenses	6,435	7,296
Inventory	7,103	102,593
Other assets	-	(8,697)
Accounts payable - trade and accrued expenses	72,618	(245,393)
Deferred revenue	-	(55,959)
NET CASH (USED IN) OPERATING ACTIVITIES	(1,688,330)	(1,147,510)

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in research and development equipment	(27,739)	(74,556)
NET CASH (USED IN) INVESTING ACTIVITIES:	(27,739)	(74,556)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on line of credit	-	(92,094)
Proceeds from convertible notes payable	715,000	3,809,976
Payments for issuance costs from notes payable	(123,015)	(368,322)
NET CASH PROVIDED BY FINANCING ACTIVITIES	591,985	3,349,560

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(1,124,084)	2,127,494

CASH AND CASH EQUIVALENTS, beginning of period	1,900,836	934,407

CASH AND CASH EQUIVALENTS, end of period	$776,752	$3,061,901

Supplemental disclosures of cash flow information:

	March 31, 2020
	Weighted	Weighted		Weighted
	Average	Average		Average
Number of	Remaining	Exercise	Shares	Exercise
Warrants	Life ( In Years)	Price	Exerciseable	Price
13,333,286	2.53	$0.250	13,333,286	$0.250
714,286	1.33	0.700	714,286	0.700
882,158	1.62	1.000	882,158	1.000
2,805,718	4.04	1.20-1.50	2,805,718	1.20-1.50
20,000	3.87	2.34-4.08	20,000	2.34-4.08

17,755,448	3.00	$0.460	17,755,448	$0.460

		Weighted	Weighted		Weighted
		Average	Average		Average
Range of	Number	Remaining Life	Exercise Price	Number	Exercise Price
Exercise Prices	Outstanding	In Years	Outstanding	Exerciseable	Exerciseable
$0.25	230,000	3.21	$0.250	100,625	$0.250
1.10-1.25	2,940,000	4.60	1.37	233,854	1.096
1.28-1.50	1,610,000	4.60	1.31	498,438	1.296
1.79-2.25	110,000	4.39	1.01	40,000	1.153
13.50-15.00	1,334	0.19	13.50	1,334	13.500
	4,891,334	4.19	$1.165	874,251	$1.212

		Less Than			Greater Than
Contractual Cash Obligations (1)	Total	1 Year	1-3 Years	3-5 Years	5 Years
Operating leases	$209,957	$133,996	$75,961	$-	$-
Convertible notes payable	3,402,606	3,402,606	-	-	-
	$3,612,563	$3,536,602	$75,961	$-	$-

	Six Months Ended March 31,
	2020	2019	$ Variance	% Variance

Revenue	$122	$1,196	$(1,074)	-89.8%
Cost of sales	70	927	(857)	92.4%
Gross profit	52	269	(217)	-80.7%
Research and development expenses	938	391	547	-139.9%
Selling, general and administrative expenses	2,543	1,693	850	-50.2%
Operating loss	(3,429)	(1,815)	(1,614)	-109.4%
Other (expense) income:
Interest expense	(2,981)	(409)	(2,572)	-628.9%
Other income (expense)	64	13	51	392.3%
Total other income (expense)	(2,917)	(396)	(2,521)	-636.6%
(Loss) before income taxes	(6,346)	(2,211)	(4,135)	-187.0%
Income taxes - current (benefit)	-	-	-	0.0%
Net (loss)	$(6,346)	$(2,211)	$(4,135)	-187.0%

●	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.

	●	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

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		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)
3.5		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)
3.6		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)
3.7		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)
3.8		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)
3.9		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)
3.10		Articles of Merger (incorporated by reference to the Company’s Current Report on Form 8-K, filed May 3, 2018)
3.11		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)
3.12		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 , 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)
10.6		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)
10.7		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)
10.8		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)
10.9		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)
10.10		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)
10.11		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)
10.12		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)
10.13		Form of Securities Purchase Agreement (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 6, 2019)
10.14		Form of Subscription Agreement, Subordinated Convertible Note, Common Stock Purchase Warrant, Subordination and Registration Rights Agreement (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 6, 2019)
10.15		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)
10.16		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)
10.17		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)
10.18		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)
10.19		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)
10.20		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)
10.21		Amendment 2 dated November 26, 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 December 12, 2019)
10.22		Amendment 2 dated November 26, 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 December 16, 2019)
10.23		Amendment 2 dated November 26, 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 December 16, 2019)
10.24		Amendment 2 dated November 26, 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 Companys Current Report on Form 8-K, filed December 16, 2019)
10.25		Amendment 1 dated November 26, 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 Companys Current Report on Form 8-K, filed December 16, 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)
16.1		Letter dated October 4, 2019 from SD Mayer and Associates, LLP. (incorporated by reference to the Company’s Current Report on Form 8-K, filed October 8, 2019)
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: May 15, 2020	By:	/s/ Phillip A Bosua
		Phillip A. Bosua
		Chief Executive Officer, and Director
		(Principal Executive Officer)


Date: May 15, 2020	By:	/s/ Ronald P. Erickson
		Ronald P. Erickson
		Interim Chief Financial Officer, and Treasurer
		(Principal Financial and Accounting Officer)