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 12, 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. ☐

Forward-Looking Statements

Any statements that are not historical fact (including, but not limited to statements that contain words such as “may,” “will,” “believes,” “plans,” “intends,” “anticipates,” “expects,” “estimates”) should also be considered to be forward-looking statements. Additional factors that could cause actual results to differ materially from the results anticipated in these forward-looking statements are contained in Know Labs, Inc.’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) under the heading “Risk Factors” and in other filings that Know Labs may make with the SEC. Undue reliance should not be placed on these forward-looking statements which speak only as of the date they are made, and the facts and assumptions underlying these statements may change. Except as required by law, Know Labs disclaims any intent or obligation to update these forward-looking statements.

References to “Know Labs,” “we,” “us,” and “our” are references to Know Labs, Inc.

Item 1.01 Entry Into a Material Definitive Agreement

On December 12, 2024, we entered into Subscription Agreements with certain investors (the “Subscription Agreements”) for a registered direct offering (the “Offering”) of 1,250,000 units (the “Units”) consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant to purchase one share of Common Stock at an exercise price equal to $0.24 per share of Common Stock (each a “Warrant” and collectively, the “Warrants”), at an offering price of $0.24 per Unit, for an aggregate purchase price of $300,000. The aggregate gross proceeds to the Company from the Offering is expected to be approximately $300,000, before deducting fees payable to the placement agent and advisors and other estimated offering expenses payable by the Company, and excluding the proceeds from any exercise of the Warrants.

The Company has engaged Boustead Securities, LLC to act as its placement agent (the “Placement Agent”) in the Offering. The Company has agreed to pay to the Placement Agent a cash fee equal to 7% of the aggregate gross proceeds from the Offering. The Company also has agreed to issue to the Placement Agent a warrant (the “Placement Agent Warrant”), exercisable to purchase 87,500 shares of Common Stock, representing 7% of the Units purchased in the Offering, at an exercise price of $0.24 per share, which is equal to 100% of the price of the Units in the Offering. Additionally, pursuant to an Underwriting Agreement, dated August 7, 2024, with Boustead Securities, LLC and The Benchmark Company, LLC (“Benchmark” or the “advisor”), we have agreed that Benchmark has the right to act as investment banker, book runner and/or placement agent, at its discretion, for certain of our future public and private equity offerings, including the Offering. Benchmark has agreed to waive its right to act in such capacity in connection with this offering in exchange for a cash fee of 3.5% of the aggregate gross proceeds of the Offering.

We currently intend to use the net proceeds from the offering primarily to continue product development of the KnowU glucose monitoring products, including sales and marketing efforts and clinical studies, intellectual property development, and for operating expenses and working capital purposes. Our management will have broad discretion in the way that we use the net proceeds of this offering and we may use the proceeds for purposes that are not contemplated at the time of the Offering. Pending the final application of the net proceeds of the Offering, we intend to invest the net proceeds of this Offering in short‑term, interest‑bearing, investment‑grade securities.

The Subscription Agreements contain customary representations, warranties and agreements by us, customary conditions to closing, other obligations of the parties, and termination provisions. The representations, warranties and covenants contained in the Subscription Agreements were made only for purposes of the agreement and as of specific dates, were solely for the benefit of the parties to the Subscription Agreements, and may be subject to limitations agreed upon by the contracting parties.

The offer and sale of the Units was 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 11, 2024, as supplemented by a prospectus supplement dated December 13, 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”).

The Company entered into a Warrant Agency Agreement (the “Warrant Agreement”) with Equiniti Trust Company, LLC (“Equiniti”) as of December 16, 2024, pursuant to which Equiniti agreed to act as warrant agent with respect to the Warrants and the Placement Agent Warrant.

The foregoing summaries of the Subscription Agreement, the Warrant, Warrant Agreement and Placement Agent Warrant do not purport to be complete and are qualified in their entirety by the full text of such documents attached hereto as Exhibits 10.1, 4.1 and 4.2, respectively, each incorporated herein by reference.

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 7.01 Regulation FD Disclosure

On December 13, 2024, the Company issued a press release announcing the Offering, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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.