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This Amendment is qualified in its entirety by reference to the complete terms and conditions of the Amendments which are attached to this Current Report on Form 8-K as Exhibit 10.1-10.5, and incorporated by reference into this Item 3.02.
0001074828
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2019-05-08
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 8)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2022 (May 8, 2019)
KNOW LABS, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
000-30262 |
90-0273142 |
| (State of other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
500
Union Street, Suite 810
Seattle,
Washington 98101
(Address of principal executive office)
(206)
903-1351
(Registrant’s telephone number, including area
code)
(Former name, former address and former fiscal year,
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 (see General
Instruction A.2. below):
☐ 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: None
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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.
☐
This Amendment is qualified in its entirety by
reference to the complete terms and conditions of the Amendments which are attached to this Current Report on Form 8-K as Exhibit
10.1-10.5, and incorporated by reference into this Item 3.02.
Item 3.02 Unregistered Sales of Equity Securities;
Item 3.03 Material Modification to Rights of Security Holders.
Senior Secured Convertible Redeemable Notes
On May 3, 2022, the Company approved the Amendments below to the senior
secured convertible redeemable notes with Clayton Struve, extending the due dates to September 30, 2022.
Extension of Warrant Agreement
On May 3, 2022, the Company approved the Extension
of Warrant Agreement with Clayton Struve, extending the exercise dates as follows:
| Warrant No./Class |
Issue Date |
No. Warrant Shares |
Exercise Price |
Original Expiration Date |
Amended Expiration Date |
| Clayton A. Struve Warrant |
08-14-2017 |
1,440,000 |
$0.25 |
08-13-2023 |
08-13-2024 |
| Clayton A. Struve Warrant |
12-12-2017 |
1,200,000 |
$0.25 |
12-11-2023 |
12-11-2024 |
| Clayton A. Struve Warrant |
08-04-2016 |
1,785,715 |
$0.25 |
08-04-2023 |
08-04-2024 |
| Clayton A. Struve Warrant |
02-28-2018 |
1,344,000 |
$0.25 |
02-28-2023 |
02-28-2024 |
Item 9.01 Financial Statements and Exhibits.
Exhibits.
10.1 Amendment 7 dated March 23, 2022 to Senior Secured Convertible Redeemable Note dated September 30, 2016 by and between Know Labs, Inc. and Clayton A. Struve. Filed herewith.
10.2 Amendment 7 dated March 23, 2022 to Senior Secured Convertible Redeemable Note dated August 14, 2017 by and between Know Labs, Inc. and Clayton A. Struve. Filed herewith.
10.3 Amendment 7 dated March 23, 2022 to Senior Secured Convertible Redeemable Note dated December 12, 2017 by and between Know Labs, Inc. and Clayton A. Struve. Filed herewith.
10.4 Amendment 6 dated March 23, 2022 to Senior Secured Convertible Redeemable Note dated February 28, 2018 by and between Know Labs, Inc. and Clayton A. Struve. Filed herewith.
10.5 Extension of Warrant Agreement dated April 26, 2022 by and between Know Labs, Inc. and Clayton A. Struve. Filed herewith.
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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.
Registrant: KNOW LABS, INC.
By: /s/ Ronald P. Erickson
Ronald P. Erickson
Chairman of the Board
May 5, 2022
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