[SCHEDULE 13D] Know Labs, Inc. SEC Filing

Rhea-AI Filing Summary

Know Labs, Inc. issued 357,815,000 shares of its common stock to Goldeneye 1995 LLC in a private placement under a Securities Purchase Agreement dated June 5, 2025, with the closing on August 6, 2025. Goldeneye paid $15,000,000 in cash and 1,000 Bitcoin for the shares at a per-share price of $0.335. The issuance results in Goldeneye and Robert Gregory Kidd each being the beneficial owner of 357,815,000 shares, representing approximately 93.1% of the class based on 384,234,130 shares reported outstanding.

Following the closing, the company appointed Robert Gregory Kidd as Chief Executive Officer, President and Chairman and named Linda Jenkinson as Vice Chair. The filing discloses Voting and Support Agreements under which certain stockholders holding approximately 37% of the voting power agreed to vote to approve the Purchase Agreement. The Reporting Persons state they currently have no other specific plans beyond those disclosed, while reserving the right to buy, sell or transfer shares in the future.

Positive

• Material capital infusion: Issuer received $15,000,000 cash and 1,000 Bitcoin as consideration in the private placement.
• Definitive private placement terms: 357,815,000 shares issued at $0.335 per share under a Securities Purchase Agreement dated June 5, 2025, closed August 6, 2025.
• Board leadership established: Robert Gregory Kidd appointed CEO, President and Chairman; Linda Jenkinson named Vice Chair.

Negative

• Concentration of control: Mr. Kidd and Goldeneye own 357,815,000 shares (~93.1%), materially limiting influence of other shareholders.
• Manager-owner overlap: Mr. Kidd is both the issuer's principal executive officer and the sole owner/manager of Goldeneye, creating governance concentration.
• Reduced public float: Outstanding public free float implied to be approximately 6.9% of the class, constraining market liquidity for non-insiders.

Insights

Corporate Governance Expert

TL;DR: A single reporting person now controls a >90% stake, materially concentrating voting power and reducing minority influence.

The Schedule 13D shows an immediate and substantial consolidation of control: Robert Gregory Kidd and Goldeneye 1995 LLC together beneficially own 357,815,000 shares, or ~93.1% of outstanding common stock. Mr. Kidd is both the issuer's CEO, President and Chairman and the sole owner/manager of Goldeneye, creating overlapping management and ownership roles. The Voting and Support Agreements covering roughly 37% of voting power facilitated approval of the transaction, further entrenching control. For governance-minded investors, this combination of management and dominant ownership is material because it limits the ability of other shareholders to influence corporate decisions and board composition.

Financial Analyst

TL;DR: The private placement credited the company with $15M cash plus 1,000 BTC in exchange for shares valued at $0.335 each, totaling $119,868,025.

The filing documents a private placement that issued 357,815,000 shares at $0.335 per share. Consideration explicitly included $15 million in cash and 1,000 Bitcoin$119,868,025. This transaction materially changed capitalization immediately, resulting in the Reporting Persons owning ~93.1% of the outstanding class. From a capital perspective, the issuer received a mix of cash and crypto assets, increasing reported insider ownership while substantially reducing the public float. These are material balance-sheet and market-structure developments investors should note.

08/13/2025 - 09:25 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

KNOW LABS, INC.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

499238202

(CUSIP Number)

Robert Gregory Kidd
26 State Route 28, #1186,
Crystal Bay, NV, 89402
510-495-4686

Goldeneye 1995 LLC
26 State Route 28, #1186,
Crystal Bay, NV, 89402
510-495-4686

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/06/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 499238202

1

Name of reporting person

Robert Gregory Kidd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 357,815,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 357,815,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

357,815,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

93.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

See Item 5 for additional information.

SCHEDULE 13D

CUSIP No. 499238202

1

Name of reporting person

Goldeneye 1995 LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 357,815,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 357,815,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

357,815,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

93.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

See Item 5 for additional information.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001
(b)	Name of Issuer: KNOW LABS, INC.
(c)	Address of Issuer's Principal Executive Offices: 619 Western Avenue, Suite 610, Seattle, WASHINGTON , 98104.
Item 1 Comment: The securities to which this Schedule 13D (the "Schedule 13D") relates are shares of common stock, par value $0.001 (the "Common Stock"), of Know Labs, Inc. (the "Issuer"). Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 2.	Identity and Background
(a)	Robert Gregory Kidd ("Mr. Kidd") and Goldeneye 1995 LLC ("Goldeneye" and together with Mr. Kidd, the "Reporting Persons")
(b)	The business residence of the Reporting Persons is 26 State Route 28, #1186, Crystal Bay, NV 89402.
(c)	Mr. Kidd's present principal occupation and employment is the Chief Executive Officer, President and Chairman of the Issuer. Mr. Kidd exercises voting and dispositive power over all securities of the Issuer held by himself directly. Additionally, Mr. Kidd, as the sole owner and manager of Goldeneye, exercises voting and dispositive power over all securities of the Issuer held by Goldeneye. The principal business of Goldeneye is investing in securities.
(d)	During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the past five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Mr. Kidd is a citizen of the United States of America. Goldeneye is a limited liability company organized under the laws of the state of Nevada.
Item 3.	Source and Amount of Funds or Other Consideration
	The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Schedule 13D and the information set forth in or incorporated by reference in Item 2 and Item 5 of the Schedule 13D is hereby incorporated by reference in its entirety into this Item 3. On June 5, 2025, Goldeneye entered into a Securities Purchase Agreement (the "Purchase Agreement") with the Issuer in connection with a private placement (the "Private Placement"). On August 6, 2025 (the "Closing Date"), the closing (the "Closing") of the Private Placement occurred in accordance with the terms of the Purchase Agreement and the Issuer issued 357,815,000 shares of Common Stock to Goldeneye, at a per share purchase price of $0.335, in exchange for 1,000 Bitcoin and $15 million in cash.
Item 4.	Purpose of Transaction
	The disclosure set forth above in Item 3 of the Schedule 13D is hereby incorporated by reference in its entirety into this Item 4. In connection with the Purchase Agreement, on or prior to June 5, 2025, certain stockholders of the Issuer, the Issuer and Goldeneye entered into Voting and Support Agreements, pursuant to which, among other things, each such stockholder agreed, on the terms and subject to the conditions set forth therein, (i) to vote all of their respective voting shares in the Issuer, collectively constituting approximately 37% of the total voting power of the Common Stock as of the date of the Purchase Agreement, in favor of the approval of the Purchase Agreement and other transactions contemplated by the Purchase Agreement and (ii) certain other matters in connection with the transactions as contemplated thereby. In connection with the Closing, the Issuer appointed Mr. Kidd as Chief Executive Officer, President and Chairman and Linda Jenkinson as Vice Chair of the Board, each a USBC founding team member. As part of this board leadership transition, the composition of the full board of directors will be further assessed to ensure alignment with the Issuer's new strategic direction. As the Chief Executive Officer, President and Chairman of the Issuer, Mr. Kidd may be able to control the Issuer's business and influence the corporate activities of the Issuer, and expects in the future to discuss and make decisions in the ordinary course of his duties regarding plans or proposals with respect to the transactions described in clauses (a) through (j) of this Item 4. Additionally, as the majority owners of shares of Common Stock, Mr. Kidd and Goldeneye may be able to control the Issuer's business and influence the corporate activities of the Issuer, including the transactions described in clauses (a) through (j) of this Item 4. Except for the disclosure set forth above in Item 3 and this Item 4, the Reporting Persons do not at the present time have any plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's certificate of incorporation, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire additional shares of Common Stock and/or retain and/or sell all or a portion of the shares of Common Stock held by the Reporting Persons in the open market or in privately negotiated transactions, and/or may distribute shares of Common Stock to be acquired or held by the Reporting Persons to other entities. Any actions the Reporting Persons might undertake will be dependent upon the review of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, the Reporting Persons' need for liquidity, and other future developments.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Schedule 13D and the information set forth in or incorporated by reference in Item 2 and Item 3 of the Schedule 13D are hereby incorporated by reference in its entirety into this Item 5. As of the date hereof, Mr. Kidd may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Mr. Kidd has sole voting and dispositive power. The holdings of Mr. Kidd represent an aggregate of approximately 93.1% of the Issuer's outstanding shares of Common Stock (based on 384,234,130 shares of Common Stock reported as issued and outstanding directly by the Issuer to the Reporting Persons). As of the date hereof, Goldeneye may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Goldeneye has sole voting and dispositive power, in which Mr. Kidd, as the sole owner and manager of Goldeneye, exercises such voting and dispositive power over such securities. The holdings of Goldeneye represent an aggregate of approximately 93.1% of the Issuer's outstanding shares of Common Stock (based on 384,234,130 shares of Common Stock reported as issued and outstanding directly by the Issuer to the Reporting Persons). As of August 6, 2025, Mr. Kidd may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Mr. Kidd has sole voting and dispositive power. The holdings of Mr. Kidd represent an aggregate of approximately 93.1% of the Issuer's outstanding shares of Common Stock (based on 384,234,130 shares of Common Stock reported as issued and outstanding directly by the Issuer to the Reporting Persons). As of August 6, 2025, Goldeneye may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Goldeneye has sole voting and dispositive power, in which Mr. Kidd, as the sole owner and manager of Goldeneye, exercises such voting and dispositive power over such securities. The holdings of Goldeneye represent an aggregate of approximately 93.1% of the Issuer's outstanding shares of Common Stock (based on 384,234,130 shares of Common Stock reported as issued and outstanding directly by the Issuer to the Reporting Persons).
(b)	As of the date hereof, (i) Mr. Kidd may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Mr. Kidd has the sole voting and dispositive power, and (ii) Goldeneye may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Goldeneye has the sole voting and dispositive power, in which Mr. Kidd, as the sole owner and manager of Goldeneye, exercises such voting and dispositive power over such securities. As of August 6, 2025, (i) Mr. Kidd may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Mr. Kidd has the sole voting and dispositive power, and (ii) Goldeneye may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Goldeneye has the sole voting and dispositive power, in which Mr. Kidd, as the sole owner and manager of Goldeneye, exercises such voting and dispositive power over such securities.
(c)	Except for the Purchase Agreement and the Private Placement in connection therewith, there were no other transactions by the Reporting Persons in shares of Common Stock as of the date hereof or during the period commencing sixty (60) days prior to the date hereof. Except for the Purchase Agreement and the Private Placement in connection therewith, there were no other transactions by the Reporting Persons in shares of Common Stock as of August 6, 2025 or during the period commencing sixty (60) days prior to August 6, 2025.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The disclosure set forth above in Item 3 and Item 4 of the Schedule 13D is hereby incorporated by reference in its entirety into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Joint Filing Agreement, dated August 13, 2025, signed by each of the Reporting Persons in order to confirm that this Schedule 13D (and any amendments hereto) are being filed on behalf of each of the Reporting Persons. Exhibit 2 - Securities Purchase Agreement, dated June 5, 2025, by and between the Issuer and Goldeneye (incorporated by reference to the Issuer's Current Report on Form 8-K, filed June 6, 2025). Exhibit 3 - Form of Support Agreement, by and between the Issuer, Goldeneye and certain stockholders (incorporated by reference to the Issuer's Current Report on Form 8-K, filed June 6, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Robert Gregory Kidd

Signature:	/s/ Robert Gregory Kidd
Name/Title:	Robert Gregory Kidd
Date:	08/13/2025

Goldeneye 1995 LLC

Signature:	/s/ Robert Gregory Kidd
Name/Title:	Robert Gregory Kidd /Manager
Date:	08/13/2025

FAQ

How many shares of Know Labs (KNW) were issued to Goldeneye 1995 LLC?

The private placement issued 357,815,000 shares to Goldeneye 1995 LLC.

What did Goldeneye pay for the KNW shares and at what price?

Goldeneye paid 1,000 Bitcoin and $15,000,000 in cash for the shares at $0.335 per share.

What percentage of KNW does Robert Gregory Kidd / Goldeneye own after the transaction?

Each Reporting Person is reported as beneficially owning 357,815,000 shares, representing approximately 93.1% of the outstanding class based on 384,234,130 shares.

When did the Purchase Agreement and Closing occur for the KNW private placement?

The Securities Purchase Agreement is dated June 5, 2025, and the Closing occurred on August 6, 2025.

Were there any agreements to secure votes for the Purchase Agreement?

Yes. Voting and Support Agreements were entered into under which certain stockholders holding approximately 37% of the voting power agreed to vote in favor of the Purchase Agreement.

Who was appointed to the company's leadership following the transaction?

Robert Gregory Kidd was appointed Chief Executive Officer, President and Chairman, and Linda Jenkinson was appointed Vice Chair.