[8-K] Know Labs, Inc. Reports Material Event

Rhea-AI Filing Summary

Know Labs, Inc. (NYSE American: KNW) filed an 8-K after its 31 Jul 2025 Special Meeting, revealing several far-reaching capital-structure approvals:

• Authorized common shares increased to 750 million from 7.5 million via an Articles of Incorporation amendment effective 31 Jul 2025.
• 2021 Equity Incentive Plan expanded by 48.95 million shares, greatly boosting the pool for stock-based compensation.
• Private placement cleared: shareholders okayed issuing >19.99 % of shares and the resulting change of control under a 6 Jun 2025 Securities Purchase Agreement with Goldeneye 1995 LLC.
• Adjournment proposal approved to allow meeting postponements if vote totals fall short.

Quorum was met with 5,380,965 votes (56.18 % of eligible). Support levels ranged from 86 % to 91 % across the four proposals. No financial or operational results were disclosed.

The approvals give management substantial financing flexibility but introduce material dilution risk for existing shareholders.

Positive

• Capital-raising flexibility: 750 M authorized shares permit sizable equity financings without further shareholder votes.
• Private placement approved: clears regulatory hurdles for an immediate cash infusion from Goldeneye 1995 LLC.

Negative

• Massive potential dilution: authorized share count increased 100× relative to current outstanding shares.
• Equity Incentive Plan expansion: 48.95 M additional shares could materially dilute existing holders through stock-based compensation.
• Change-of-control risk: private placement may alter governance dynamics in favor of new investor.

Insights

Equity Analyst

TL;DR: Share count up 100×; equity plan & private placement okayed—funding optionality high, dilution risk higher.

The jump from 7.5 M to 750 M authorized shares is extraordinary, signalling management’s intent to fund operations primarily through equity. Combined with a 48.95 M addition to the incentive plan, the potential overhang dwarfs the 7.5 M shares currently outstanding. Although shareholder support exceeded 86 % on all items, the market usually discounts such moves because per-share value and voting power can erode sharply once issuances begin. Approval of a private placement tied to a change of control clause underscores imminent capital needs and may bring in a strategic investor at terms unknown to public holders. Overall impact: negative for dilution, positive for liquidity.

Corporate Governance Specialist

TL;DR: Governance processes followed, but concentration of issuance authority heightens minority-holder vulnerability.

Procedurally, the company met SEC and NYSE American requirements: proxy filed 30 Jun, quorum achieved, and detailed vote tallies reported. Yet scaling authorized shares 100× and enlarging an already sizable option pool centralises significant discretionary power in the board. Future issuances could shift control without additional shareholder input, especially given the approved private placement’s change-of-control provision. Investors should monitor subsequent Form D or S-3 filings to track how quickly the new capacity is used.

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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): July 31, 2025

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 31, 2025, Know Labs, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”).  At the Special Meeting, stockholders approved an amendment to the Company’s 2021 Equity Incentive Plan (as amended, the “2021 Plan”) to increase the number of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) available for issuance thereunder by 48,950,000 shares of Common Stock (the “Equity Plan Amendment”).

The description of the Equity Plan Amendment is qualified in its entirety by reference to the full text of the Equity Plan Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Special Meeting, the stockholders of the Company approved an amendment to the Company’s Articles of Incorporation to increase the Company’s authorized shares of Common Stock from 7,500,000 shares of Common Stock to 750,000,000 shares of Common Stock (the “Articles of Incorporation Amendment”). 

The Certificate of Amendment to the Articles of Incorporation Amendment was filed with the Nevada Secretary of State on July 31, 2025, and became effective on that date. The full text of the Certificate of Amendment to the Articles of Incorporation Amendment is also filed herewith as Exhibit 3.1 and is incorporated herein by reference.

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

As previously disclosed, on July 24, 2025, the Company convened and adjourned its Special Meeting to July 31, 2025. On July 31, 2025, the Company reconvened the Special Meeting to vote and consider on the proposals described below.

As of the close of business on June 20, 2025, the record date for determination of stockholders entitled to vote at the Special Meeting (the “Record Date”), there were 7,497,948 shares of Common Stock outstanding, all of which were entitled to vote.  As of the Record Date, there were 7,569,299 shares of Common Stock issuable upon the conversion of Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”) and Series D Convertible Preferred Stock, par value $0.001 per share (“Series D Preferred Stock”), of which in total 724,297 shares of Series C Preferred Stock and Series D Preferred Stock were entitled to vote at this Special Meeting, and 3,534,525 shares of Common Stock issuable upon the conversion of Series H Convertible Preferred Stock, par value $0.001 per share (“Series H Preferred Stock”, together with Common Stock, Series C Preferred Stock and Series D Preferred Stock, the “Company Stock” ), of which 1,354,890 of shares of Series H Preferred Stock were entitled to vote at this Special Meeting.

At the Special Meeting, 5,380,965 shares of Company Stock were represented and voted, in person or by proxy, or 56.18% of the outstanding Company Stock, constituting the presence in person or by proxy of the holders of more than one-third (33.33%) of the outstanding Common Stock needed for a quorum at the Special Meeting.

2

The following proposals, each of which are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 30, 2025, were before the Special Meeting, and received the votes listed below. Each proposal was approved.

Proposal No. 1 - Authorized Common Stock Increase Proposal. The Company’s stockholders approved the Articles of Incorporation Amendment. The final voting results are as follows:

For		Against		Abstentions		Broker Non-Votes
5,036,628		329,796		14,541		N/A

Proposal No. 2 – Private Placement Proposal. The Company’s stockholders approved (i) the issuance of shares of Common Stock representing more than 19.99% of Common Stock outstanding as of June 6, 2025 and (ii) the change of control resulting therefrom, upon the closing of a private placement pursuant to that certain Securities Purchase Agreement, dated June 6, 2025, by and between the Company and Goldeneye 1995 LLC, in accordance with NYSE American Rules 713(a)(ii) and 713(b). The final voting results are as follows:

For		Against		Abstentions		Broker Non-Votes
5,085,670		266,619		28,676		N/A

Proposal No. 3 – Amendment of Incentive Plan Proposal. The Company’s stockholders approved the Equity Plan Amendment.   The final voting results are as follows:

For		Against		Abstentions		Broker Non-Votes
4,777,847		582,030		21,088		N/A

Proposal No. 4 –   Adjournment Proposal. The Company’s stockholders approved the adjournment of the meeting in the event that the number of shares of Common Stock present or represented by proxy at the meeting and voting “FOR” the adoption of the proposals were insufficient to approve such proposals.   The final voting results are as follows:

For		Against		Abstentions		Broker Non-Votes
5,056,030		276,389		48,546		N/A

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Item 9.01 Financial Statements and Exhibits 

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.		Description
3.1		Certificate of Amendment to the Articles of Incorporation Amendment
10.1		Amendment to Know Labs Inc. 2021 Equity Incentive Plan

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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, thereunto duly authorized.

	KNOW LABS, INC.
Date: August 1, 2025	By:	/s/ Ronald P. Erickson
	Name:	Ronald P. Erickson
	Title:	Chief Executive Officer

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FAQ

How many shares did KNW authorize after the July 2025 vote?

The amendment raised authorized common shares to 750,000,000, up from 7,500,000.

What is the size of the increase to Know Labs’ 2021 Equity Incentive Plan?

Shareholders added 48,950,000 new shares to the plan.

Was the private placement with Goldeneye 1995 LLC approved?

Yes. Proposal 2 passed with 5,085,670 for and 266,619 against votes.

What percentage of KNW shares voted at the Special Meeting?

A quorum of 56.18 % of eligible Company Stock was present and voted.

Does the 8-K include any financial performance data?

No. The filing focuses solely on corporate governance and share-issuance approvals.