UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 9, 2022 (December 7, 2022)
KNOW LABS, INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
| 001-37479 |
| 90-0273142 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
500 Union Street, Suite 810, Seattle, Washington |
| 98101 |
(Address of principal executive offices) |
| (Zip Code) |
(206) 903-1351 |
(Registrant's telephone number, including area code) |
________________________________________________
(Former name or former address, 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:
☐ | 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:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common Stock, par value $0.001 |
| KNW |
| NYSE American LLC |
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.
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. ☐
Item 3.02 Unregistered Sales of Equity Securities; Item 3.03 Material Modification to Rights of Security Holders.
Senior Secured Convertible Redeemable Notes
On December 7, 2022, 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 to January 30, 2023.
Item 9.01 Financial Statements and Exhibits.
Exhibits.
Exhibit No. |
| Description of Exhibit |
| ||
| ||
104 |
| Coverage Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date: December 9, 2022 | KNOW LABS, INC. |
|
|
| /s/ Ronald P. Erickson |
| Name: Ronald P. Erickson |
| Title: Chairman of the Board |
3 |
EXHIBIT 10.1
AMENDMENT NO. 8 TO
CONVERTIBLE REDEEMABLE PROMISSORY NOTE
DATED JANUARY 31, 2018
This AMENDMENT NO. 8 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 December 7, 2022, 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, 2022; 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 January 30, 2023.
2. Effect of Amendment.The parties hereto agree that the amendments described above are effective retroactively to September 30, 2022. 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 remains 6%.
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)
| 1 |
| Company: | Holder: | ||||
| KNOW LABS, INC. | J3E2A2Z LP | ||||
| By: | /s/ Phillip A. Bosua | By: | /s/ Ronald P. Erickson | ||
| Name: | Phillip A. Bosua | Name: | Ronald P. Erickson | ||
| Title: | Chief Executive Officer |
| Title: | Manager |
|
| 2 |
EXHIBIT 10.2
AMENDMENT NO. 8 TO
CONVERTIBLE REDEEMABLE PROMISSORY NOTE
DATED JANUARY 31, 2018
This AMENDMENT NO. 8 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 December 7, 2022, 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, 2022; 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 January 30, 2023.
2. Effect of Amendment.The parties hereto agree that the amendments described above are effective retroactively to September 30, 2022. 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 is 6%.
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)
| 1 |
| Company: |
| Holder: |
| ||
| KNOW LABS, INC. | J3E2A2Z LP | ||||
| By: | /s/ Phillip A. Bosua | By: | /s/ Ronald P. Erickson | ||
| Name: | Phillip A. Bosua | Name: | Ronald P. Erickson | ||
| Title: | Chief Executive Officer | Title: | Manager | ||
| 2 |