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): March 20, 2024

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 1.01 Entry into a Material Definitive Agreement.

On March 20, 2024, Know Labs, Inc. (the “Company”) entered into an At the Market Offering Agreement (the “ATM Agreement”) with The Benchmark Company, LLC (“Benchmark”), as sales agent, pursuant to which the Company may, from time to time, offer and sell shares of its common stock, par value $0.001 per share (the “Shares”), through or to Benchmark as its sales agent or manager.

The offer and sale of the Shares will be made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-276246) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (“SEC”) on December 22, 2023 and declared effective by the SEC on January 5, 2024, as supplemented by a prospectus supplement dated March 20, 2024 and filed with the SEC pursuant to Rule 424(b) (the “Prospectus Supplement”) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Prospectus Supplement, the Company may offer and sell up to a maximum of $5,000,000 of Shares under the ATM program.

Under the terms of the ATM Agreement, the Company will not issue or sell through Benchmark such number or dollar amount of shares of common stock that would exceed the number or dollar amount of shares of common stock registered and available on the Registration Statement, exceed the number of authorized but unissued shares of common stock, or exceed the number or dollar amount of shares of common stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable).

Pursuant to the ATM Agreement, Benchmark may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act, including in negotiated transactions, block trades or bought sales. Sales of the Shares, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with Benchmark. Benchmark will receive a commission from the Company of up to 3.5% of the aggregate gross proceeds of any Shares sold under the ATM Agreement. In addition, the Company has agreed to reimburse certain expenses incurred by Benchmark in connection with the offering.

The Company is not obligated to sell, and Benchmark is not obligated to buy or sell, any Shares under the ATM Agreement. The offering of Shares pursuant to the ATM Agreement will terminate upon the earlier of (i) the sale of all Shares subject to the ATM Agreement or (ii) termination of the ATM Agreement in accordance with its terms. Benchmark will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practice and applicable state and federal law, rules and regulations and the rules of the NYSE American.

The ATM Agreement contains customary representations, warranties, and agreements by the Company and customary indemnification rights and obligations of the parties. The Company or Benchmark may suspend or terminate the offering upon notice to the other party and subject to other conditions.

The foregoing summary of the ATM Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the ATM Agreement, which is filed herewith as Exhibit 1.1 and incorporated by reference into this Item 1.01. The opinion of the Company’s counsel regarding the validity of the shares that will be issued pursuant to the ATM Agreement and the Prospectus Supplement is also filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.

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.