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): October 26, 2023

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(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:

Securities registered pursuant to Section 12(b) of the Act:

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 8.01 Other Events.

On October 23, 2023, the underwriters of Know Labs, Inc.’s (the “Company”) previously announced offering of its common stock, par value $0.001 per share (“Common Stock”) (the “Offering”), partially exercised their over-allotment option under the Underwriting Agreement by and between the Company and the underwriters dated September 26, 2023, electing to purchase an additional 883,061 shares of Common Stock at a purchase price to the public of $0.25 per share. The partial exercise of the over-allotment option closed on October 26, 2023. After giving effect to the partial exercise of the over-allotment option, the total number of shares of common stock sold by the Company in the Offering increased to 28,883,061 shares. The Company also issued additional warrants to the Representatives (as defined in the Underwriting Agreement) to purchase an aggregate of 61,814 shares of Common Stock at an exercise price of $0.25 per share, subject to adjustments, with the same terms as the warrants issued in connection with the initial closing of the Offering.

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.