UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.20549

 

FORM 8-K/A

(Amendment No. 6)

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 30, 2021

 

KNOW LABS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-30262

 

90-0273142

(State of other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

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))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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 10.1-10.2, 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.

 

Convertible Redeemable Promissory Notes with Ronald P. Erickson and J3E2A2Z

 

On September 30, 2021, the Company approved Amendments to the convertible redeemable promissory notes with Ronald P. Erickson and J3E2A2Z, extending the due dates to March 31, 2022.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibits.

 

10.1

 

Amendment 6 dated September 27, 2021 to Convertible Redeemable Promissory Note dated January 31, 2018 by and between Know Labs, Inc. and J3E2A2Z LP. Filed herewith.

 

 

 

10.2

 

Amendment 6 dated September 27, 2021 to Convertible Redeemable Promissory Note dated January 31, 2018 by and between Know Labs, Inc. and J3E2A2Z LP. Filed herewith.

  

 

-2-

 

    

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.

  

 

Registrant: KNOW LABS, INC.

       

October 5, 2021

By: /s/ Ronald P. Erickson

 

 

Ronald P. Erickson  
   

Chairman of the Board

 

  

 

-3-

 

 

EXHIBIT 10.1

    

AMENDMENT NO. 6 TO

CONVERTIBLE REDEEMABLE PROMISSORY NOTE

DATED JANUARY 31, 2018

 

This AMENDMENT NO. 6 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 September 27, 2021, by and between J3E2A2Z LP (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 Convertible Redeemable Promissory Note dated January 31, 2018 (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, 2021; and

 

WHEREAS, the Holder and the Company wish to amend the Promissory Note to extend the Maturity Date and increase the interest rate;

 

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, 2022.

 

2. Interest Rate. The interest rate is 6%.

 

3. 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.

 

 

 

 

By:

/s/ Phillip A. Bosua

 

Phillip A. Bosua

 

Its:

Chief Executive Officer

 

 

 

 

Holder:

 

 

 

 

 

/s/ Ronald P. Erickson

 

 

Ronald P. Erickson, Manager

 

 

J3E2A2Z LP

 

 

EXHIBIT 10.2

 

AMENDMENT NO. 6 TO

CONVERTIBLE REDEEMABLE PROMISSORY NOTE

DATED JANUARY 31, 2018

 

This AMENDMENT NO. 6 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 September 27, 2021, by and between J3E2A2Z LP (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 Convertible Redeemable Promissory Note dated January 31, 2018 (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 had a Maturity Date of September 30, 2021; and

 

WHEREAS, the Holder and the Company wish to amend the Promissory Note to extend the Maturity Date and increase the interest rate;

 

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, 2022.

 

2. Interest Rate. The interest rate remains 6%.

 

3. 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.

 

     

By:

/s/ Phillip A. Bosua
Phillip A. Bosua  
Its: Chief Executive Officer  

 

 

 

Holder:

 

 

 

 

 

/s/ Ronald P. Erickson

 

 

RONALD P. ERICKSON, MANAGER

 

 

J3E2A2Z LP