UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.20549
FORM 8-K/A
(Amendment No. 5)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 23,
2020
KNOW LABS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-30262
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90-0273142
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(State
of other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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500 Union Street, Suite 810
Seattle, Washington 98101
(Address
of principal executive office)
(206) 903-1351
(Registrant's
telephone number, including area code)
(Former
name, former address and former fiscal year, if changed since last
report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a -12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d -2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e -4(c))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
This Amendment is qualified in its entirety by reference to
the complete terms and conditions of the Amendments which are attached to this
Current Report on Form 8-K as Exhibit 10.1-10.4, and incorporated
by reference into this Item 3.02.
Item 3.02 Unregistered Sales of Equity Securities; Item 3.03
Material Modification to Rights of Security Holders.
On December 23, 2020, Know Labs, Inc. (the “Company”)
approved the Amendments below.
Senior Secured Convertible Redeemable Notes
On
December 23, 2020, the Company approved the Amendments below to the
senior secured convertible redeemable notes with Clayton Struve,
extending the due dates to March 31, 2021.
Item 9.01 Financial Statements and
Exhibits.
Exhibits.
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Amendment 4 dated December 9, 2020
to Senior Secured Convertible
Redeemable Note dated September 30, 2016 by and
between Know Labs, Inc. and Clayton A.
Struve. Filed herewith
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Amendment
4 dated December 9, 2020 to Senior Secured Convertible Redeemable
Note dated August 14, 2017 by and between Know Labs, Inc. and Clayton A.
Struve. Filed herewith.
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Amendment
4 dated December 9, 2020 to Senior Secured Convertible Redeemable
Note dated December 12, 2017 by and between Know Labs, Inc. and Clayton A.
Struve. Filed herewith.
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Amendment
3 dated December 9, 2020 to Senior Secured Convertible Redeemable
Note dated February 28, 2018 by and between Know Labs, Inc. and Clayton A.
Struve. Filed herewith.
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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.
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KNOW LABS, INC.
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Date: December 29,
2020
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By:
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/s/ Ronald P.
Erickson
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Ronald P.
Erickson
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Chairman of the
Board
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Exhibit
10.1
AMENDMENT NO. 4 TO
10% CONVERTIBLE REDEEMABLE NOTE
DATED SEPTEMBER 30, 2016
THIS
AMENDMENT NO. 4 TO 10% REDEEMABLE NOTE DATED SEPTEMBER 30, 2016
(this “Amendment”) is made and entered
into as of December 9, 2020, by and between Clayton A. Struve (the
“Holder”) and
Know Labs, Inc., a Nevada corporation f/k/a Visualant, Incorporated
(the “Company”).
WHEREAS, the
Company is a party to that certain 10% Convertible Redeemable Note
dated September 30, 2016, as amended by Amendment No. 3 dated as of
May 11, 2020 (as so amended, the “Note”) payable to Holder
(capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Note);
WHEREAS, the Note
currently has a Maturity Date of September 30, 2020;
and
WHEREAS, the Holder
and the Company wish to amend the Note to extend the Maturity
Date;
NOW,
THEREFORE, in consideration of the mutual covenants, agreements,
representations, and warranties contained herein, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as
follows.
1. Amendment of Maturity Date. The
Maturity Date of the Note is hereby amended to March 31,
2021.
2. No Other Changes. Except as
specifically set forth in this Amendment, the terms of the Note
remain in full force and effect.
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
KNOW LABS, INC.
/s/ Ronald P.
Erickson
By:
Ronald P. Erickson
Its:
Chairman
Holder:
/s/ Clayton A.
Struve
Clayton A.
Struve
Exhibit
10.2
AMENDMENT NO. 4 TO
SENIOR SECURED CONVERTIBLE REDEEMABLE DEBENTURE
DATED AUGUST 14, 2017
THIS
AMENDMENT NO. 4 TO SENIOR SECURED CONVERTIBLE REDEEMABLE DEBENTURE
DATED AUGUST 14, 2017 (this “Amendment”) is made and entered
into as of December 9, 2020, by and between Clayton A. Struve (the
“Holder”), and
Know Labs, Inc., a Nevada corporation f/k/a Visualant, Incorporated
(the “Company”).
WHEREAS, the
Company is a party to that certain Senior Secured Convertible
Redeemable Debenture dated August 14, 2017, as amended by Amendment
No. 3 dated as of May 11, 2020 (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
Debenture currently has a Maturity Date of September 30, 2020;
and
WHEREAS, the Holder
and the Company wish to amend the Debenture to extend the Maturity
Date;
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby
agree as follows.
1. Amendment of Maturity Date. The
Maturity Date of the Debenture is hereby amended to March 31,
2021.
2. No Other Changes. Except as
specifically set forth in this Amendment, the terms of the
Debenture remain in full force and effect.
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
Company:
KNOW LABS, INC.
/s/ Ronald P. Erickson
By:
Ronald P. Erickson
Its:
Chairman
Holder:
/s/ Clayton A.
Struve
Clayton
A. Struve
Exhibit
10.3
AMENDMENT NO. 4 TO
SENIOR SECURED CONVERTIBLE REDEEMABLE DEBENTURE
DATED DECEMBER 12, 2017
THIS
AMENDMENT NO. 4 TO SENIOR SECURED CONVERTIBLE REDEEMABLE DEBENTURE
DATED DECEMBER 12, 2017 (this “Amendment”) is made and entered
into as of December 9, 2020, by and between Clayton A. Struve (the
“Holder”), and
Know Labs, Inc., a Nevada corporation f/k/a Visualant, Incorporated
(the “Company”).
WHEREAS, the
Company is a party to that certain Senior Secured Convertible
Redeemable Debenture dated December 12, 2017, as amended by
Amendment No. 3 dated as of May 11, 2020 (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
Debenture currently has a Maturity Date of September 30, 2020;
and
WHEREAS, the Holder
and the Company wish to amend the Debenture to extend the Maturity
Date;
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby
agree as follows.
1. Amendment of Maturity Date. The
Maturity Date of the Debenture is hereby amended to March 31,
2021.
2. No Other Changes. Except as
specifically set forth in this Amendment, the terms of the
Debenture remain in full force and effect.
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
Company:
KNOW LABS, INC.
/s/ Ronald P.
Erickson
By:
Ronald P. Erickson
Its:
Chairman
Holder:
/s/ Clayton A.
Struve
Exhibit
10.4
AMENDMENT NO. 3 TO
SENIOR SECURED CONVERTIBLE REDEEMABLE DEBENTURE
DATED FEBRUARY 28, 2018
THIS
AMENDMENT NO. 3 TO SENIOR SECURED CONVERTIBLE REDEEMABLE DEBENTURE
DATED FEBRUARY 28, 2018 (this “Amendment”) is made and entered
into as of December 9, 2020, by and between Clayton A. Struve (the
“Holder”), and
Know Labs, Inc., a Nevada corporation f/k/a Visualant, Incorporated
(the “Company”).
WHEREAS, the
Company is a party to that certain Senior Secured Convertible
Redeemable Debenture dated February 28, 2018, as amended by
Amendment No. 2 dated as of May 11, 2020 (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
Debenture currently has a Maturity Date of September 30, 2020;
and
WHEREAS, the Holder
and the Company wish to amend the Debenture to extend the Maturity
Date;
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby
agree as follows.
1. Amendment of Maturity Date. The
Maturity Date of the Debenture is hereby amended to March 31,
2021.
2. No Other Changes. Except as
specifically set forth in this Amendment, the terms of the
Debenture remain in full force and effect.
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
Company:
KNOW LABS, INC.
/s/ Ronald P.
Erickson
By:
Ronald P. Erickson
Its:
Chairman
Holder:
/s/ Clayton A.
Struve
Clayton
A. Struve