[D] Know Labs, Inc. SEC Filing

Rhea-AI Filing Summary

USBC, Inc. filed a Form D reporting a completed exempt equity offering under Rule 506(b). The filing states a total offering amount of $119,868,025, with the entire amount sold and $0 remaining. The issuer is a Nevada corporation with principal office in Reno. The offering closed with one investor reported. Cohen & Company Securities, LLC received a closing fee equal to 1% of post-closing common stock: 3,909,549 shares at $0.335 per share totaling $1,309,699 (recorded as sales commissions). The issuer indicates no proceeds were paid to listed officers, directors or promoters.

Positive

• Full raise completed: The offering reached the disclosed total of $119,868,025 with $0 remaining to be sold.
• No proceeds to insiders: The filing states $0 of the gross proceeds were used to pay executive officers, directors or promoters.
• Broker compensation disclosed: Cohen & Company Securities, LLC received 3,909,549 shares (valued at $1,309,699), providing transparency on fees.

Negative

• Concentrated investor base: The filing reports only 1 investor, indicating limited investor diversification.
• Equity-paid broker fee: The broker fee was paid in common stock, resulting in dilution of existing shareholders.
• Limited use-of-proceeds detail: The filing does not specify how the substantial proceeds ($119.9M) will be allocated beyond stating no payments to named insiders.

Insights

Financial Analyst

TL;DR: Large equity raise completed under Rule 506(b), fully subscribed for $119.9M; broker paid in stock worth $1.31M.

The Form D documents a sizable capital raise of $119,868,025 through an exempt equity offering and reports full subscription with one investor identified. The use-of-proceeds disclosure indicates $0 paid to executive officers, directors or promoters. Sales compensation includes issuance of 3,909,549 shares to Cohen & Company Securities, LLC valued at $1,309,699, recorded as commissions. The offering invoked Rule 506(b), which restricts general solicitation and limits types of purchasers; this filing does not disclose broader investor mix or detailed allocation of proceeds.

Corporate Governance Expert

TL;DR: Governance disclosure shows officers and many directors identified; no proceeds paid to insiders per the filing.

The Form D lists senior officers and directors by name and address at the issuer's Reno headquarters. The filing explicitly reports that no offering proceeds were used to pay named executive officers, directors or promoters. It also documents a broker fee paid in equity rather than cash, which dilutes existing shareholders and should be considered in post-offering cap table analyses. The filing does not provide further detail on investor rights or any governance changes tied to the financing.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001074828

KNOW LABS, INC.

VISUALANT INC

Visualant, INC

Know Labs,Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

USBC, Inc.

Jurisdiction of Incorporation/Organization

NEVADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
USBC, Inc.
Street Address 1		Street Address 2
300 E 2ND STREET		15TH FLOOR
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
RENO	NEVADA	89501	(206) 903-1351

3. Related Persons

Last Name	First Name	Middle Name
Kidd	Robert	Gregory
Street Address 1	Street Address 2
300 E 2nd Street	15th Floor
City	State/Province/Country	ZIP/PostalCode
Reno	NEVADA	89501

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Payne	Kitty
Street Address 1	Street Address 2
300 E 2nd Street	15th Floor
City	State/Province/Country	ZIP/PostalCode
Reno	NEVADA	89501

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Chapman	Kirk
Street Address 1	Street Address 2
300 E 2nd Street	15th Floor
City	State/Province/Country	ZIP/PostalCode
Reno	NEVADA	89501

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Cronin	John
Street Address 1	Street Address 2
300 E 2nd Street	15th Floor
City	State/Province/Country	ZIP/PostalCode
Reno	NEVADA	89501

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Erickson	Ronald	P.
Street Address 1	Street Address 2
300 E 2nd Street	15th Floor
City	State/Province/Country	ZIP/PostalCode
Reno	NEVADA	89501

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Jenkinson	Linda
Street Address 1	Street Address 2
300 E 2nd Street	15th Floor
City	State/Province/Country	ZIP/PostalCode
Reno	NEVADA	89501

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ellingson	Larry
Street Address 1	Street Address 2
300 E 2nd Street	15th Floor
City	State/Province/Country	ZIP/PostalCode
Reno	NEVADA	89501

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Owens	William
Street Address 1	Street Address 2
300 E 2nd Street	15th Floor
City	State/Province/Country	ZIP/PostalCode
Reno	NEVADA	89501

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Pepper	Jon
Street Address 1	Street Address 2
300 E 2nd Street	15th Floor
City	State/Province/Country	ZIP/PostalCode
Reno	NEVADA	89501

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Takesako	Ichiro
Street Address 1	Street Address 2
300 E 2nd Street	15th Floor
City	State/Province/Country	ZIP/PostalCode
Reno	NEVADA	89501

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-06				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Cohen & Company Securities, LLC	000149758
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
3 COLUMBUS CIRCLE	24TH FLOOR
City	State/Province/Country	ZIP/Postal Code
NEW YORK	NEW YORK	10019
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$119,868,025	USD	or Indefinite
Total Amount Sold	$119,868,025	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$1,309,699	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Cohen & Company Securities, LLC ("Cohen") received a fee in connection with the closing equal to 1% of the post-closing common stock of the Company. The Company issued to Cohen 3,909,549 shares of common stock, at $0.335 per share, totaling $1,309,699.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
USBC, Inc.	/s/ Robert Gregory Kidd	Robert Gregory Kidd	Chief Executive Officer	2025-08-21

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What was the total amount raised in the Form D for KNW/USBC, Inc.?

The filing reports a total offering amount of $119,868,025, and the entire amount was sold with $0 remaining.

Under which exemption was the USBC, Inc. offering made?

The offering was made under Rule 506(b) of Regulation D.

How much was paid in sales commissions or broker fees?

Cohen & Company Securities, LLC received 3,909,549 shares at $0.335 per share, totaling $1,309,699, recorded as sales commissions.

Were any offering proceeds paid to officers or directors?

The filing states that $0 of the gross proceeds were used for payments to named executive officers, directors or promoters.

How many investors participated in the offering?

The Form D reports that 1 investor has invested in the offering.

Is the offering ongoing or completed according to the filing?

This is a New Notice with the Date of First Sale listed as 2025-08-06 and the filing indicates the total amount sold equals the total offering amount, so the offering is reported as completed.