Know Labs SEC Filings

Amendment No. 1 to a Schedule 13G/A filed by Clayton A. Struve reports that, following the closing of a private placement with Goldeneye 1995 LLC on August 6, 2025, the reporting person has ceased to be a beneficial owner of more than 5% of Know Labs, Inc. Struve now beneficially owns 11,899,716 shares of common stock, representing 3.1% of the 384,234,130 shares outstanding as of August 7, 2025.

The filing details that Struve's holdings consist of 11,646,819 shares and 252,897 warrants. In connection with the closing, Struve converted Series C and Series D preferred stock into 7,569,299 common shares, converted accrued dividends into 764,141 common shares, and converted and was partially repaid on debts into 3,295,379 common shares, resulting in the extinguishment of several convertible notes and debentures described in the filing. The signature certifies the securities were not acquired to change control of the issuer.

Know Labs filed Amendment No. 1 to its Schedule 13G showing that Ronald P. Erickson beneficially owns 2,569,569 shares of common stock, equal to 0.7% of the class based on 384,234,130 shares outstanding. His holdings include 2,472,202 common shares and 97,367 warrants. The amendment is an "exit filing" after the Issuer's private placement closed, meaning Erickson no longer owns more than 5%.

The filing discloses J3E2A2Z LP redeemed 16,916 Series H preferred shares for a cash payment of $654,276.15 and the issuance of 2,000,000 common shares at a conversion price of $0.335 per share. Mr. Erickson was awarded 335,000 common shares, 50% vested on grant and the remainder vesting in eight quarterly installments (first two installments vest six months after closing), with full vesting upon sale of the sensor IP or involuntary termination.

Know Labs (KNW) Form 4 reports insider equity awards and a preferred share redemption tied to an entity affiliated with Director Ronald P. Erickson. On 08/06/2025 Mr. Erickson was granted 335,000 shares of common stock, with 50% vested immediately and the remainder vesting in eight quarterly installments (first two installments vest six months after the grant); restricted shares vest in full on a sale of substantially all sensor-related IP or on involuntary termination.

The filing also discloses redemption of 16,916 shares of Series H convertible preferred held by J3E2A2Z, resulting in a cash payment to that affiliate of $654,276.15 and the issuance of 2,000,000 common shares at a conversion price of $0.335. Following the transactions Mr. Erickson beneficially owns 472,202 shares directly and 2,000,000 indirectly; outstanding warrants total 97,367 underlying shares.

Know Labs, Inc. (KNW) reporting person Peter J. Conley, identified as a former Chief Financial Officer, acquired 107,500 shares of Common Stock on 07/31/2025 at a reported price of $0. After the transaction he beneficially owned 157,750 shares, held indirectly through Prestwick Associates LLC. The Form 4 discloses this insider acquisition and the form of ownership.

On 6 Aug 2025 Know Labs, Inc. (NYSE-AM: KNW) closed a private placement with Goldeneye 1995 LLC, issuing ≈357.8 million new shares at $0.335 for consideration of 1,000 Bitcoin + US$15 million cash. The buyer now owns ≈81 % of the fully-diluted stock, creating a change in control.

Shareholders approved a charter amendment raising authorised shares from 7.5 m to 750 m, a name change to USBC, Inc. and future ticker USBC (effective 15 Aug 2025). Legacy financing was cleaned up: the Lind note was repaid (US$2.35 m), multiple Struve notes were settled (cash + 3.0 m shares), Series C & D preferred converted into 8.33 m shares and Series H preferred redeemed (US$0.65 m cash + 2 m shares).

The company adopted a Bitcoin-treasury strategy under a new Digital Asset Management Agreement with Hyrcanian Asset Management (1 % AUM fee & 25 % performance fee). Board and management were overhauled—investor Greg Kidd becomes CEO/Chair, Kitty Payne CFO, and Kirk Chapman COO; former CEO Ronald Erickson becomes President of the Science Division. New leadership received 13.7 m stock options.

The deal injects liquidity and eliminates expensive debt but causes massive dilution, hands control to a single investor and exposes the balance sheet to Bitcoin price volatility.

Registration of additional shares: Know Labs, Inc. filed a Form S-8 on August 5, 2025 to register 48,950,000 additional shares of common stock under the Know Labs, Inc. 2021 Equity Incentive Plan following stockholder approval on July 31, 2025.

Administrative details: The filing incorporates prior Form S-8 registrations (Dec 10, 2021 and Apr 25, 2025), reflects the 1-for-40 reverse split effective Feb 19, 2025, and includes related exhibits and legal consents.

Know Labs, Inc. (KNW) Q3-FY25 10-Q highlights

Cash fell to $172k (Sep-24: $3.1 m) while current liabilities remain $5.1 m, producing a $5.0 m working-capital deficit. Equity is negative $4.8 m and the accumulated deficit widened to $150.7 m. The company continues to report no revenue.

Cost-cutting reduced operating loss to $1.3 m for the quarter (-67% YoY) and $6.2 m for nine months (-48% YoY). Nine-month net loss narrowed to $9.8 m (FY24: $12.9 m). Cash used in operations improved to $4.5 m from $9.6 m, but financing inflows of $1.6 m and an additional $0.2 m bridge loan were not enough to stabilize liquidity.

Capital structure & dilution: Convertible debt totals $3.6 m; repricing clauses cut conversion prices to $0.335, materially increasing potential dilution. A debt-to-equity swap created a new Series H preferred class, exchanging $1.18 m of related-party notes for equity. Reverse split (1-for-40) became effective 19 Feb 2025; outstanding shares now 7.50 m.

Going-concern & listing issues: Management states substantial doubt remains due to limited cash and recurring losses. NYSE American suspended and commenced delisting on 29 Jan 2025 after the stock price collapsed, triggering a $624k default penalty on the Lind note.

Pending funding: A June 5, 2025 Securities Purchase Agreement with Goldeneye 1995 LLC could inject 1,000 BTC + $12-15 m cash, subject to extensive closing conditions targeted for Aug 2025.