UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

Amendment No. 1

 

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 26, 2024

 

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.)

 

619 Western Avenue, Suite 610, Seattle, Washington

 

98104

(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. ☐

 

 

 

 

Explanatory Note

 

This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) is an amendment to the Current Report on Form 8-K of Know Labs, Inc. (the “Company”), filed on September 27, 2024 (the “Original Form 8-K”). Following the filing of the Original Form 8-K, the Company discovered that Item 8.01 was inadvertently tagged in the submission rather than Item 5.07. The Company is amending the Original Form 8-K solely to change the referenced to Item 5.07. No disclosure has changed from the Original Form 8-K.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

Know Labs, Inc. (the “Company”), an emerging leader in non-invasive medical diagnostics technology, held its 2024 Annual Meeting of Stockholders on September 26, 2024.  The results of the Annual Meeting are set forth below.  

 

As of July 30, 2024, the record date, there were 86,368,897 shares of common stock outstanding and 408,474 shares of common stock that can be voted on an as-if-converted basis from shares of preferred stock, for a total of 86,777,171 shares eligible to vote at this meeting. Proxies representing 56,964,556 shares have been signed and delivered.  This constitutes 65.6% of the total shareholders of the Company.

 

Each of the matters considered at the meeting was described in detail in the definitive proxy statement on Schedule 14A that the Company filed with the Securities and Exchange Commission on August 5, 2024.

Proposal No. 1 - Elected seven nominees to serve on the Board until the 2025 Annual Meeting of Stockholders as follows:

 

Motion

 

 

Description

 

Vote

 

 Shares

 

 

1

 

 

Election of Directors (All Directors)

 

For

 

 

35,837,461

 

 

 

 

 

 

 

Against

 

 

-

 

 

 

 

 

 

 

Withheld

 

 

352,777

 

 

 

 

 

 

 

Broker Non-Votes

 

 

20,774,318

 

 

Proposal No. 2 - Approved and ratified the appointment of BPM, LLP of Walnut Creek, CA as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2024 as follows:

 

Motion

 

 

Description

 

Vote

 

 Shares

 

 

2

 

 

Ratification of BPM LLP as the Independent Registered Public Accounting Firm

 

For

 

 

56,736,882

 

 

 

 

 

 

 

Against

 

 

191,296

 

 

 

 

 

 

 

Withheld

 

 

36,378

 

 

 

 

 

 

 

Broker Non-Votes

 

 

-

 

 

Proposal No. 3 - Authorized, for purposes of complying with NYSE American Rule 713, the issuance of shares of our common stock underlying convertible notes and warrants issued pursuant to the terms and provisions of that certain Securities Purchase Agreement, dated February 27, 2024, by and among the Company and Lind Global Fund II LP (“Lind”) in an amount equal to or in excess of 20% of our common stock outstanding as follows:

 

Motion

 

 

Description

 

Vote

 

 Shares

 

 

3

 

 

Authorization of shares of Common Stock

 

For

 

 

34,315,368

 

 

 

 

 

in Accordance with NYSE American Rule 713

 

Against

 

 

1,580,024

 

 

 

 

 

 

 

Withheld

 

 

294,846

 

 

 

 

 

 

 

Broker Non-Votes

 

 

21,774,318

 

  

Proposal No. 4 - Approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers as disclosed in the attached Proxy Statement as follows:

 

Motion

 

 

Description

 

Vote

 

 Shares

 

 

4

 

 

To Approve on a Non-Binding Basis the

 

For

 

 

34,052,268

 

 

 

 

 

Compensation of the Company's Named

 

Against

 

 

1,434,125

 

 

 

 

 

Executive Officers

 

Withheld

 

 

703,845

 

 

 

 

 

 

 

Broker Non-Votes

 

 

20,774,318

 

 

 

-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: October 9, 2024

 

KNOW LABS, INC.

 

 

 

 

 

 

 

/s/ Ronald P. Erickson

 

 

 

Name: Ronald P. Erickson

 

 

 

Title: Chairman of the Board

 

 

 

-3-

 

v3.24.3
Cover
Sep. 26, 2024
Cover [Abstract]  
Entity Registrant Name KNOW LABS, INC.
Entity Central Index Key 0001074828
Document Type 8-K/A
Amendment Flag true
Entity Emerging Growth Company false
Document Period End Date Sep. 26, 2024
Entity File Number 001-37479
Entity Incorporation State Country Code NV
Entity Tax Identification Number 90-0273142
Entity Address Address Line 1 619 Western Avenue
Entity Address Address Line 2 Suite 610
Entity Address City Or Town Seattle
Entity Address State Or Province WA
Entity Address Postal Zip Code 98104
City Area Code 206
Local Phone Number 903-1351
Security 12b Title Common Stock, par value $0.001
Trading Symbol KNW
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Amendment Description This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) is an amendment to the Current Report on Form 8-K of Know Labs, Inc. (the “Company”), filed on September 27, 2024 (the “Original Form 8-K”). Following the filing of the Original Form 8-K, the Company discovered that Item 8.01 was inadvertently tagged in the submission rather than Item 5.07. The Company is amending the Original Form 8-K solely to change the referenced to Item 5.07. No disclosure has changed from the Original Form 8-K.
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