[144] MGIC Investment Corp. SEC Filing

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.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	30000	778200.00	230523015	08/01/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	03/10/2024	Restricted Stock Vesting	Issuer			19441	03/10/2024	Compensation
Common	02/28/2025	Restricted Stock Vesting	Issuer			10559	02/28/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Salvatore A. Miosi 250 E. Kilbourn Avenue Milwaukee WI 53202	Common	06/05/2025	30000	781122.66
Salvatore A. Miosi 250 E. Kilbourn Avenue Milwaukee WI 53202	Common	07/01/2025	30000	844552.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

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.