Know Labs, Inc. filings document the company's transition to USBC, Inc., public-company governance and capital-structure changes. Recent 8-K and proxy disclosures cover shareholder votes, amendments to articles of incorporation, an expanded equity incentive plan, private-placement and change-of-control matters, and material-event reporting tied to the company's corporate transformation.
The filing record also includes governance disclosures such as director and officer indemnification arrangements, capital-structure reporting for authorized common stock and equity issuances, and formal risk, operating and financial disclosures for the issuer's technology-development history and current corporate status.
Know Labs (KNW) has issued a preliminary proxy statement ahead of a virtual special meeting scheduled for July 24, 2025. Shareholders of record on June 20, 2025 will vote on four proposals:
- Authorized Share Increase (Proposal 1) – amendment of the Articles of Incorporation to expand authorized common stock from 7.5 million to 750 million shares.
- Private Placement (Proposal 2) – approval to issue shares exceeding 19.99 % of outstanding stock and the resulting change of control linked to a June 6, 2025 Securities Purchase Agreement with Goldeneye 1995 LLC.
- Equity Incentive Plan (Proposal 3) – increase the 2021 Plan share reserve by 35 million shares.
- Adjournment (Proposal 4) – authority to adjourn the meeting if necessary to secure sufficient votes.
The Board unanimously recommends voting “FOR” all proposals, citing enhanced capital flexibility and alignment of incentives. Materials will be mailed on or about July 3, 2025, and voting can be completed online, by telephone, or by mail.
If adopted, the proposals would provide significant funding capacity but also introduce substantial dilution risk—a 100-fold increase in authorized shares and a transaction that may transfer control to Goldeneye 1995 LLC.
Know Labs, Inc. (KNW) Schedule 13G – Insider ownership disclosure
Ronald P. Erickson, the company’s founder and long-time executive, together with his controlled entity J3E2A2Z LP (collectively the “Reporting Persons”), has filed a Schedule 13G indicating beneficial ownership of 1,492,092 common shares, equal to 19.99 % of Know Labs’ 7,497,948 outstanding shares as of 12 Jun 2025. The filing date that triggered the report is 06 Jun 2025; signatures are dated 20 Jun 2025.
Capital-structure details
- Direct holdings: 137,202 common shares
- Preferred: 16,916 Series H Preferred shares (issued 2 Jun 2025 via conversion of $1.184 million of convertible promissory notes) are convertible into 3,534,525 common shares.
- Warrants: 97,367 common-share purchase warrants outstanding.
However, the Series H Preferred and warrants are subject to a 19.99 % beneficial-ownership blocker; therefore only 1,492,092 shares are currently deemed beneficially owned. The filing certifies that the securities were not acquired to change or influence control of the issuer.
Key implications for investors
- The debt-to-equity conversion removes $1.18 million of obligations, strengthening the balance sheet.
- Insider alignment is high, with Erickson at the 20 % reporting threshold.
- Full conversion of Series H Preferred and warrants could add up to ~3.6 million new shares, a material dilution risk once the blocker is waived or exceeded.