Filing Analysis
USBC, Inc. announced that CFO Kitty Payne will transition from her role to become CFO of Vast Bank, N.A., a subsidiary of an affiliate owned by the Company's CEO. The transition is effective August 31, 2026, and is framed as a strategic move to support the company's tokenized deposit initiative.
🚩 Red Flags
- Related-party transaction/movement: The departing CFO is moving to an entity controlled by the Company's CEO.
- Management instability: Sudden departure of a key C-suite officer (CFO) without an immediate successor named.
📋 Key Facts
- CFO Kitty Payne is departing USBC, Inc. effective August 31, 2026.
- Ms. Payne is moving to become CFO of Vast Bank, N.A., a subsidiary of Vast Holdings, Inc.
- Vast Holdings, Inc. is an affiliated entity majority-owned by USBC's Chairman and CEO, Robert Gregory Kidd.
- The departure is reportedly not due to any disagreement regarding company operations, policies, or practices.
- The company has identified a successor but has not yet named them.
USBC, Inc. has appointed Daniel J. Beck as Chief Financial Officer, effective August 27, 2026. The appointment includes a $400,000 annual salary and a potential 2.5 million share option grant.
🚩 Red Flags
- The new CFO, Daniel J. Beck, is a named defendant in multiple ongoing litigations related to the bankruptcy of Silicon Valley Bank (SVB) and SVB Financial Group (SVBFG).
- Pending litigation includes a civil case brought by the FDIC and several securities litigation matters in the Northern District of California.
📋 Key Facts
- Daniel J. Beck appointed as CFO, effective August 27, 2026.
- Annual base salary set at $400,000.
- Potential equity grant of 2,500,000 shares of common stock under the 2021 Amended and Restated Equity Incentive Plan, vesting over four years.
- Beck previously served as CFO of SVB Financial Group and Silicon Valley Bank.
USBC, Inc. has drawn an additional $3.0 million from its existing Master Loan Agreement with Payward Interactive, Inc., bringing total outstanding debt under this facility to $18.0 million. The loan is secured by 479 Bitcoin collateral and carries significant liquidation risks due to potential volatility in the underlying digital asset.
🚩 Red Flags
- High sensitivity to crypto volatility: A ~22% drop in Bitcoin price triggers a collateral call.
- Liquidation risk: The loan is subject to mandatory liquidation events in the event of a collateral shortfall.
- Concentrated collateral risk: Debt is solely secured by a single volatile asset (Bitcoin).
📋 Key Facts
- Drew a 'Fourth Draw' of $3.0 million on July 28, 2026.
- Total aggregate principal outstanding under the Master Loan Agreement (MLA) is now $18.0 million.
- The debt bears interest at an annual rate of 8.5% and matures on July 28, 2027.
- Collateral consists of 479 Bitcoin held in custody with Payward Financial, Inc.
- A 22.3% decline in Bitcoin value would trigger a collateral call margin ratio of 130% as of July 31, 2026.
USBC, Inc. announced that its majority shareholder, Goldeneye 1995 LLC (holding 92.2% of voting power), has approved a reverse stock split via written consent. The split will range from a 1-for-2 to a 1-for-5 ratio and is intended to improve the marketability of the company's common stock for future capital raising.
🚩 Red Flags
- Reverse stock split approved by a majority shareholder, often used to prevent delisting or combat low share prices.
- Company explicitly states it relies on external capital and expects significant development costs for its tokenized deposit product.
- Potential dilution/restructuring of equity structure.
📋 Key Facts
- Goldeneye 1995 LLC holds approximately 92.2% of the voting power of USBC, Inc.
- The reverse stock split ratio will range from 1-for-2 to 1-for-5.
- Approval was obtained via written consent on June 15, 2026, in lieu of a special meeting.
- The company may effect the split at any time within 12 months following the approval date (until June 2027).
- No fractional shares will be issued in connection with the split.
USBC, Inc. has drawn an additional $5.0 million from its Master Loan Agreement with Payward Interactive, bringing total debt to $15.0 million. The company is also reporting progress on its tokenized deposit product with Vast Bank, while noting significant accelerating development costs.
🚩 Red Flags
- High sensitivity to Bitcoin volatility: a modest 13% price drop triggers a collateral call.
- Accelerating development costs described as 'expected to be significant'.
- Reliance on a single affiliate (Vast) for core product development via a reimbursement agreement.
- Multiple 8-K items (2.03 and 8.01) indicating simultaneous increase in leverage and operational spend.
📋 Key Facts
- Drew $5.0 million (Third Draw) on June 1, 2026, increasing total outstanding principal to $15.0 million.
- Loan carries a fixed interest rate of 8.5% per annum and matures on June 1, 2027.
- Debt is secured by 336 Bitcoin held in custody by Payward Financial, Inc.
- As of June 3, 2026, a ~13% decline in Bitcoin value would trigger a collateral call (130% margin ratio).
- Incurred $3.9 million in development cost reimbursements to Vast Holdings, Inc. as of May 31, 2026, against a $10.5 million cap.
- Tokenized deposit product is currently in Phase 1 testing with internal users.
USBC, Inc. drew an additional $5.0 million from its $25.0 million credit facility with Payward Interactive, bringing total debt to $10.0 million secured by Bitcoin. The company also reported accelerating development costs for its tokenized deposit product and $3.5 million in payments to affiliate Vast Holdings, Inc.
🚩 Red Flags
- Debt is secured by Bitcoin collateral, exposing the company to liquidation risk during crypto market volatility.
- Significant related-party transactions via an Affiliate Services Agreement with Vast Holdings, Inc.
- Management explicitly warned that development costs are 'accelerating' and 'expected to be significant'.
- High interest rate (8.5%) for a secured borrowing facility.
📋 Key Facts
- Drew $5.0 million on April 27, 2026, under a Master Loan Agreement with Payward Interactive.
- Total aggregate principal outstanding under the facility is now $10.0 million.
- The loan bears interest at 8.5% per annum and matures on April 27, 2027.
- Borrowings are secured by Bitcoin collateral subject to margin requirements and liquidation rights.
- Incurred $3.5 million in reimbursements to affiliate Vast Holdings, Inc. for development costs as of April 30, 2026.
- Phase 1 testing of a tokenized deposit product is currently underway with internal users.
USBC, Inc. formalized the departure of former Chairman and CEO Ronald P. Erickson following the divestiture of the company's legacy sensor business to an entity controlled by Erickson. The agreement includes a $375,000 severance package and the full acceleration of 167,500 unvested restricted shares.
🚩 Red Flags
- Related-party transaction: The company's legacy business was sold to a buyer where the departing CEO is a principal officer.
- Full acceleration of equity awards (167,500 shares) for a departing executive.
- The departure involves the former Chairman, President, and CEO, representing a total change in leadership context.
📋 Key Facts
- Ronald P. Erickson concluded service as Director and President of the Science Division effective March 27, 2026.
- The departure follows the divestiture of Particle, Inc. (legacy sensor business) to Particle Acquisition Corporation, where Erickson is a principal officer.
- Erickson will receive $375,000 in severance, equivalent to his annual base salary, paid over one year.
- 167,500 unvested restricted shares were accelerated in full as of the separation date.
- The Separation and General Release Agreement was signed on April 9, 2026.
USBC, Inc. divested its legacy sensor business to its former CEO for $1.00 and is providing a $450,000 loan to the buyer to fund transition operations. The company is pivoting its focus toward a fintech initiative involving tokenized deposits.
🚩 Red Flags
- Related-party transaction: Asset sold to the company's former Chairman and CEO.
- Nominal consideration: The business unit was sold for only $1.00.
- Seller-financed transition: USBC is lending the buyer $450,000 to maintain operations of the divested unit.
- Significant strategic pivot: Shifting from sensor technology to 'tokenized deposit' fintech products, which often carries high regulatory and execution risk.
📋 Key Facts
- Divestiture of Particle, Inc. (legacy sensor business) closed on March 27, 2026.
- Buyer is Particle Acquisition Corporation, owned by former Chairman and CEO Ronald P. Erickson.
- Consideration for the sale was $1.00 plus the assumption of all business-related obligations, including a Seattle office lease.
- USBC is providing the buyer a secured promissory note of up to $450,000 at 10% interest to fund operating expenses.
- USBC retains a 10% revenue share for 5 years post-commercialization and 5% to 35% of any future acquisition proceeds of the buyer.
- Ronald P. Erickson resigned from the Board of Directors and as President of the Science Division effective March 27, 2026.
USBC, Inc. has regained compliance with NYSE American's minimum stockholders' equity requirements as of March 27, 2026. The company successfully completed a compliance plan initiated in late 2024, resulting in the removal of the '.BC' indicator from its ticker symbol.
🚩 Red Flags
- Long-term financial instability: The company was non-compliant for approximately 18 months (September 2024 to March 2026).
- Accelerated delisting risk: Under Section 1009(h), the company faces immediate delisting procedures if it fails any listing standard within the next 12 months.
📋 Key Facts
- Received formal notice from NYSE American on March 27, 2026, confirming compliance with Part 10 of the Company Guide.
- Previously failed to meet minimum stockholders' equity requirements under Sections 1003(a)(i), (ii), and (iii) on September 27, 2024.
- The '.BC' (below compliance) indicator will no longer be disseminated by the exchange.
- The company is subject to a 12-month monitoring period under Section 1009(h), where any new failure could lead to accelerated delisting.
USBC, Inc. announced a massive repricing of 83.0 million outstanding stock options to an exercise price of $0.37 per share. This action includes significant grants held by the CFO and Vice Chair, effectively resetting the incentive threshold following a decline in stock price.
🚩 Red Flags
- Massive option repricing (83 million shares) suggests a significant and sustained decline in the company's stock price.
- The repricing benefits insiders (CFO and Vice Chair) by lowering their strike price, which can be viewed as rewarding management despite poor stock performance.
- Potential for substantial future dilution to existing shareholders if these 83 million options are exercised.
📋 Key Facts
- Repriced 83.0 million total outstanding stock options on March 18, 2026.
- The new exercise price is $0.37 per share, matching the closing price on the date of approval.
- CFO Kitty Payne had 3,750,000 options repriced.
- Director and Vice Chair Linda Jenkinson had 10,000,000 options repriced.
- The repricing was conducted under the Amended and Restated 2021 Equity Incentive Plan.
USBC, Inc. has initiated Phase 1 of its tokenized deposit offering through an internal employee pilot program to test technical readiness. The company also formally identified its social media channels, including X and Substack, as recognized platforms for distributing material information.
🚩 Red Flags
- The product launch is subject to 'requisite regulatory, board, and bank partner approvals,' which represents significant execution risk in the digital asset space.
📋 Key Facts
- Initiated Phase 1 of a multi-phase delivery strategy for a USBC tokenized deposit offering on March 10, 2026.
- The pilot is restricted to internal employees and operates in a non-production environment.
- Retail launch timing is dependent on Phase 1 results and requires further regulatory, board, and bank partner approvals.
- Designated @USBCxyz (X), LinkedIn, and Substack as official channels for material information disclosure under Regulation FD.
USBC, Inc. entered into a strategic partnership agreement with Vast Bank, N.A. and Uphold HQ Inc. to launch a tokenized deposit network program. The agreement establishes an exclusive relationship for tokenized deposit offerings through Uphold starting at the Program's general launch.
🚩 Red Flags
- Exclusivity clauses may limit USBC's ability to scale via other platforms in the short term once the 'General Launch' occurs.
- The agreement replaces a previous non-binding MOU from October 2025, indicating a transition from intent to formal obligation.
📋 Key Facts
- Effective Date of Agreement: January 20, 2026.
- Partners involved: USBC, Inc., Vast Bank, N.A., and Uphold HQ Inc.
- Purpose: Enable Uphold customers to access banking services via USBC's tokenized deposit network operated by Vast Bank.
- Exclusivity: Uphold will make USBC and Vast Bank its exclusive partners for tokenized deposit offerings upon 'General Launch'.
- Market Maker Restriction: USBC and Vast Bank are prohibited from using any market maker/exchange other than Uphold for the program during the exclusivity period.
- Term: Commences on Effective Date; continues through one-year anniversary of General Launch, with automatic one-year renewals.
This is an amendment to a previous 8-K filed by USBC, Inc. to include a missing signature page. It details the separation agreement for former COO Kirk Chapman, who departed on December 15, 2025.
🚩 Red Flags
- Departure of a C-suite officer (COO) shortly after joining in August 2025 suggests potential instability or misalignment.
- Waiver of non-competition obligations for an executive can be a risk to the company's competitive position.
📋 Key Facts
- Kirk Chapman departed as Chief Operating Officer effective December 15, 2025.
- Separation Agreement signed on January 6, 2026.
- Severance benefits equal to an annual base salary of $320,000, payable in installments until Dec 31, 2026, or until new employment is found.
- The Company waived post-employment non-competition obligations for Mr. Chapman.
- All unvested option awards held by Mr. Chapman as of December 31, 2025, are forfeited.
- This filing (8-K/A) is an amendment to correct a signature omission from the original January 12, 2026 filing.
USBC, Inc. announced the departure of its Chief Operating Officer, Kirk Chapman, effective December 15, 2025. The company has entered into a separation agreement providing severance through late 2026 or until new employment is secured.
🚩 Red Flags
- Short tenure: The officer joined in August 2025 and departed by December 2025 (approx. 4-5 months).
📋 Key Facts
- Kirk Chapman departed as COO on December 15, 2025.
- Separation Agreement signed on January 6, 2026.
- Severance package equals annual base salary of $320,000, payable in installments until Dec 31, 2026, or until new employment is found.
- The Company waived post-employment non-competition obligations for Mr. Chapman.
- All unvested option awards held by Mr. Chapman as of Dec 31, 2025, are forfeited.
- Mr. Chapman had been with the company since August 2026.
USBC, Inc. entered into an Amended and Restated Digital Asset Management Agreement with Hyrcanian Asset Management, LLC on December 12, 2025. The agreement updates the terms for discretionary treasury management services regarding the company's Bitcoin treasury strategy.
📋 Key Facts
- Agreement Date: December 12, 2025
- Counterparty: Hyrcanian Asset Management, LLC (the 'Manager')
- Purpose: To update and clarify terms for discretionary treasury management services related to the Company's Bitcoin treasury strategy.
- Filing Date: December 19, 2025
USBC, Inc. announced the immediate departure of its Chief Operating Officer, Kirk Chapman, via mutual agreement. Additionally, the company filed certificates to terminate the designations for Series C, D, and H Convertible Preferred Stock as no shares of these series are currently outstanding.
🚩 Red Flags
- Sudden departure of a key executive (COO) effective immediately, though stated as mutual/non-dispute.
📋 Key Facts
- Kirk Chapman departed from his position as COO effective December 15, 2025.
- The departure was described as a mutual agreement and not due to any disagreement regarding operations, policies, or practices.
- On December 11, 2025, the company filed certificates of withdrawal in Nevada to terminate Series C, D, and H Convertible Preferred Stock designations.
- As of the filing date, no shares of the terminated preferred stock series were outstanding.
USBC, Inc. announced the resignation of John Cronin from its Board of Directors, effective November 19, 2025.
📋 Key Facts
- John Cronin resigned from the Board of Directors on November 19, 2025.
- The company stated the resignation was not due to any disagreement with management or operations, policies, or practices.
USBC, Inc. announced a significant repricing of outstanding stock options and the issuance of new equity grants for key executives and directors. The exercise price was reduced from $2.45 to $1.10 per share to align with the current market price.
🚩 Red Flags
- Significant dilution potential from the issuance of over 55 million new options.
- Related-party transaction involving massive equity adjustments for top management (CFO, COO, Director).
- Repricing indicates a significant decline in stock value (from $2.45 to $1.10) since August 2025 grants.
📋 Key Facts
- Repricing of 48,620,000 shares: Exercise price reduced from $2.45 to $1.10 (the Oct 7, 2025 closing price).
- Issuance of new stock options totaling 55,030,000 shares at an exercise price of $1.10.
- Repricing benefits named executives: Kitty Payne (CFO) 1.79M shares; Kirk Chapman (COO) 7.14M shares; Linda Jenkinson (Director/Vice Chair) 4.76M shares.
- New grants issued to same individuals: Kitty Payne 1.96M shares; Kirk Chapman 7.86M shares; Linda Jenkinson 5.24M shares.
- Vesting schedule for new grants: 25% between month 3 and year 1, then quarterly over the following three years.
USBC, Inc. held its Annual Meeting of Stockholders on September 29, 2025, where shareholders approved the election of eight directors and an amended equity incentive plan. The approved plan significantly increases the share pool available for compensation.
🚩 Red Flags
- Significant increase in share authorization (65 million shares) which may lead to future dilution for existing shareholders.
- The inclusion of 'repricing' authority in the equity plan is often viewed as a dilutive measure used to maintain executive compensation during periods of stock price decline.
📋 Key Facts
- Annual Meeting held on September 29, 2025; quorum achieved with 95.83% of outstanding shares represented/voted.
- Stockholders approved the Amended and Restated 2021 Equity Incentive Plan.
- The approved plan increases authorized shares for issuance under the plan by 65,000,000 shares.
- The 'evergreen provision' was amended to increase automatic share authorization to 15,000,000 shares.
- The plan now allows the Board/Compensation Committee flexibility to permit repricings and exchanges of awards to maintain incentive value.
- Eight nominees were elected to the Board of Directors.
- BPM, LLP was ratified as the independent registered public accounting firm for FY ending Sept 30, 2025.
USBC, Inc. has significantly increased the maximum aggregate offering price of its 'at the market' (ATM) sales agreement with JonesTrading Institutional Services LLC from $5 million to $14.5 million. The company intends to use the net proceeds for general corporate purposes, including working capital and capital expenditures.
🚩 Red Flags
- Significant increase in potential dilution via ATM offering (additional $9.5M capacity).
- Use of proceeds for 'working capital' often indicates a need to fund ongoing operational losses.
- The company is actively selling equity, which can put downward pressure on the share price.
📋 Key Facts
- Increased ATM offering limit from $5,000,000 to $14,500,000 on September 4, 2025.
- Sales agent is JonesTrading Institutional Services LLC.
- The offering is conducted under an existing effective S-3 shelf registration (File No. 333-276246).
- Since Dec 31, 2024, the company has sold 1,708,124 shares for gross proceeds of ~$1,269,236.
- Total outstanding common stock as of Sept 4, 2025: 384,234,130 shares.
USBC, Inc. announced a corporate name change to USBC, Inc., a ticker symbol change to 'USBC' on the NYSE American LLC, and an update to its principal executive office address in Reno, Nevada.
🚩 Red Flags
- Name/Ticker change can sometimes be associated with rebranding efforts following significant corporate shifts or distress, though not explicitly stated here.
📋 Key Facts
- Company changed name from Know Labs, Inc. to USBC, Inc. effective August 15, 2025.
- Trading symbol changed to 'USBC' on the NYSE American LLC.
- Principal executive offices moved to 300 E 2nd Street, 15th Floor, Reno, Nevada 89501.
- The Company adopted a form of indemnification agreement for all current directors and officers.
Know Labs, Inc. completed a massive private placement with Goldeneye 1995 LLC, resulting in a change of control and the issuance of ~357.8 million shares for $15M cash and 1,000 Bitcoin. The company is rebranding to USBC, Inc. and transitioning into a multi-disciplinary enterprise focused on digital asset management.
🚩 Red Flags
- Massive dilution: Issuance of ~357.8 million shares significantly increases the share count.
- Change in control involving a private entity (Goldeneye 1995 LLC).
- Extreme volatility risk due to the company's pivot toward Bitcoin treasury and management strategies.
- Significant increase in authorized shares (from 7.5M to 750M) provides massive headroom for further dilution.
📋 Key Facts
- Closed private placement with Goldeneye 1995 LLC on August 6, 2025.
- Purchase price: $15 million in cash and 1,000 Bitcoin for ~357.8 million shares at $0.335 per share.
- Buyer (Goldeneye 1995 LLC) acquired ~81% of the company, resulting in a change of control.
- Company name changing to USBC, Inc.; ticker changing from KNW to USBC on NYSE American.
- Authorized shares increased from 7.5 million to 750 million via Charter Amendment.
- Entered into a Digital Asset Management Agreement with Hyrcanian Asset Management, LLC (1% management fee; 25% performance fee).
- Robert Gregory Kidd appointed as CEO, President, and Chairman.
Know Labs, Inc. held a Special Meeting of Stockholders on July 31, 2025, where shareholders approved several major structural changes, including a massive increase in authorized common stock and an amendment to the equity incentive plan. Most significantly, stockholders approved a private placement with Goldeneye 1995 LLC that involves a change of control and the issuance of shares exceeding 19.99% of outstanding common stock.
🚩 Red Flags
- Massive increase in authorized share count (from 7.5M to 750M) creates significant potential for future dilution.
- Approval of a private placement that results in a 'change of control' under NYSE American rules, indicating a shift in company ownership/direction.
- The scale of the equity plan increase (48.95M shares) relative to existing outstanding shares suggests aggressive compensation or dilutive financing needs.
📋 Key Facts
- Stockholders approved increasing authorized Common Stock from 7.5 million to 750 million shares (a 10,000x increase).
- The 2021 Equity Incentive Plan was amended to increase available shares by 48,950,000.
- Stockholders approved a private placement with Goldeneye 1995 LLC involving an issuance of >19.99% of outstanding common stock and a resulting change of control.
- The Special Meeting reached a quorum with 56.18% of outstanding Company Stock represented (5,380,965 shares).
- All four proposals presented at the meeting were approved by shareholders.
Know Labs, Inc. has entered into a $350,000 bridge loan agreement with Goldeneye 1995 LLC to provide immediate liquidity via an initial $90,000 term loan and subsequent draws.
🚩 Red Flags
- High-interest debt (12% per annum) used for bridge financing suggests urgent liquidity needs.
- Demand feature: The lender can demand full repayment at any time, creating significant refinancing risk.
- The loan is tied to a larger private placement of common stock, which may lead to significant dilution.
📋 Key Facts
- Entered into a Promissory Note (Bridge Note) with Goldeneye 1995 LLC on July 28, 2025.
- Aggregate bridge loan amount of up to $350,000.
- Initial term loan of $90,000 provided upon the Effective Date (July 28, 2025).
- Interest rate is 12% per annum on the unpaid principal balance.
- Maturity date is January 28, 2026, or earlier upon demand by the Buyer.
- The loan includes an acceleration clause in the event of default or bankruptcy filings.
Know Labs, Inc. has entered into a significant Securities Purchase Agreement with Goldeneye 1995 LLC involving the issuance of common stock in exchange for 1,000 Bitcoin and $12M-$15M in cash. The deal includes a change of control provision and requires stockholder approval.
🚩 Red Flags
- Change of control: The agreement includes provisions for a change of control resulting from the private placement.
- Dilution risk: Significant issuance of common stock to the buyer and 2% fee shares to J.V.B Financial Group, LLC (Banker).
- Complex closing conditions: Requires conversion of all Series C and D preferred stock into common stock, which could lead to massive dilution for existing holders.
- Executive compensation changes: Amendments to employment agreements for Peter Conley and Ronald Erickson linked to the transaction's consummation.
📋 Key Facts
- Transaction date: June 5, 2025.
- Buyer: Goldeneye 1995 LLC (a Nevada LLC).
- Consideration: 1,000 Bitcoin plus $12 million to $15 million in cash.
- Share price: $0.335 per share.
- The deal involves a change of control and requires an amendment to the Company Charter to increase authorized shares.
- Existing Series C and D Convertible Preferred Stock holders must convert all shares to common stock for closing conditions to be met.
- A 'no-shop' provision is in effect, preventing the company from soliciting alternative acquisition proposals.
- The transaction requires stockholder approval via a proxy statement.
Know Labs, Inc. entered into a debt conversion agreement with J3E2A2Z LP, an entity controlled by the company's CEO, Ronald P. Erickson. The transaction involves converting approximately $1.18 million of promissory notes into newly issued Series H Convertible Preferred Stock.
🚩 Red Flags
- Related-party transaction: The debt is owed to an entity controlled by the CEO.
- Highly dilutive terms: Includes 'full-ratchet' anti-dilution protection and a low conversion price of $0.335.
- Preferential rights: Series H holders have significant control over certain corporate actions (e.g., altering capital structure or issuing senior debt).
- Dividend obligations: 8.0% cumulative dividend that can be settled in shares, potentially increasing dilution.
📋 Key Facts
- Conversion Agreement dated June 2, 2025, with J3E2A2Z LP (affiliated with CEO Ronald P. Erickson).
- Total principal amount converted: $1,184,066.
- New security issued: 16,916 shares of Series H Convertible Preferred Stock.
- Series H conversion price: $0.335 per share.
- Series H features an 8.0% cumulative dividend rate (payable in cash or additional shares).
- Series H includes 'full-ratchet' and proportional anti-dilution rights if securities are issued below $0.50 per share.
Know Labs, Inc. has successfully resolved a specific delisting deficiency regarding its low selling price, leading NYSE American to withdraw the trading suspension of its common stock. Trading is scheduled to resume on March 5, 2025, under the symbol 'KNW'.
🚩 Red Flags
- Ongoing delisting risk: The company has not yet regained compliance with all listing standards.
- Compliance deadline: Failure to meet requirements by March 27, 2026, could trigger new delisting proceedings.
- Historical trading suspension indicates significant volatility or liquidity issues in the past.
📋 Key Facts
- NYSE American has withdrawn the delisting determination related to Section 1003(f)(v) (low selling price).
- Trading suspension will be lifted; common stock resumes trading on March 5, 2025.
- The company will trade under symbol 'KNW' and CUSIP 499238202.
- The company remains under a compliance plan to address other listing standards (Sections 1003(a)(i), (ii), and (iii)).
- The deadline to regain full compliance with the NYSE American Company Guide is March 27, 2026.
Know Labs, Inc. announced its upgrade to quotation on the OTCQB Venture Market under the ticker symbol 'KNWN'. This follows a recent reverse stock split that had temporarily changed the company's trading symbol.
🚩 Red Flags
- Recent history of a reverse stock split (indicated by the temporary symbol change).
📋 Key Facts
- Company upgraded to OTCQB Venture Market effective February 26, 2025.
- Trading symbol changed from 'KNWND' back to 'KNWN'.
- The temporary 'D' suffix was due to a reverse stock split announced by FINRA on February 18, 2025.
Know Labs, Inc. has cancelled its special meeting of stockholders intended to approve a reverse stock split because the Board exercised its authority to implement a 1-for-40 reverse stock split without stockholder approval. The company's shares began trading on a post-split basis under a temporary symbol 'KNWND' on February 19, 2025.
🚩 Red Flags
- Implementation of a reverse stock split (often used to combat delisting or low share prices).
- Board bypassed stockholder vote by utilizing state law authority to effect the 1-for-40 split.
- Temporary trading symbol 'KNWND' indicates recent structural change in equity.
📋 Key Facts
- Board cancelled the Special Meeting of stockholders originally scheduled for March 7, 2025.
- The company implemented a reverse stock split at a ratio of 1-for-40 without stockholder approval, citing Nevada law authority.
- Shares began trading on a post-split basis under temporary symbol 'KNWND' effective February 19, 2025.
- The previous proposal to seek stockholder approval for a split of up to 1-for-15 was withdrawn as the Board determined it was no longer necessary.
Know Labs, Inc. has implemented a 1-for-40 reverse stock split to meet minimum per-share price requirements for maintaining its listing on the NYSE American. The split is effective February 19, 2025, and will result in significant delisting from the NYSE American to the OTC Pink Market.
🚩 Red Flags
- Reverse stock split is being executed specifically to avoid delisting from NYSE American.
- Immediate transition from a major exchange (NYSE American) to the OTC Pink Market, which typically results in significantly lower liquidity and higher volatility.
- Drastic reduction in share count and authorized capital structure.
📋 Key Facts
- Reverse stock split ratio of 1-for-40 approved by the Board.
- Authorized shares reduced from 300,000,000 to 7,500,000.
- Outstanding shares reduced from approximately 112,423,912 to approximately 2,810,598.
- Effective date of the split is February 19, 2025.
- Shares will trade on OTC Pink Market under temporary symbol 'KNWND' for 20 days before reverting to 'KNWN'.
- CUSIP number changing to 499238202.
Know Labs, Inc. has received a notice from NYSE American to delist its common stock due to the low selling price of its shares. The company's stock has already moved to trading on the OTC Pink Market under the symbol 'KNWN'.
🚩 Red Flags
- Delisting notice from a major exchange (NYSE American).
- Stock has already migrated to OTC Pink Market, indicating loss of liquidity and institutional visibility.
- Compliance failure regarding minimum bid price requirements.
📋 Key Facts
- NYSE Regulation suspended trading and commenced delisting proceedings on January 29, 2025.
- Reason for delisting: Low selling price of Common Stock (non-compliance with NYSE American Company Guide Section 1003(f)(v)).
- The company's stock began trading on the OTC Pink Market under symbol 'KNWN' on January 30, 2025.
- The company intends to appeal the determination via a review by the Listings Qualifications Panel.
- Deadline for requesting a review of the delisting determination is February 5, 2025.
Know Labs, Inc. announced the formation of a new business unit, Know Labs Technology Licensing, which is specifically designed to monetize the company's existing intellectual property portfolio.
📋 Key Facts
- Formation of 'Know Labs Technology Licensing' as a new business unit.
- The primary objective of the new unit is the monetization of the Company’s intellectual property (IP) portfolio.
- Announcement made via press release on January 21, 2025.
Know Labs, Inc. entered into a 'Capital on Demand' Sales Agreement with JonesTrading Institutional Services LLC to facilitate the sale of common stock via an 'at-the-market' (ATM) offering. The agreement allows for the potential issuance of up to $5,000,000 in shares to provide the company with flexible capital access.
🚩 Red Flags
- Potential for significant shareholder dilution through the issuance of new common stock.
- ATM offerings are often used by micro-cap companies to raise immediate working capital, which can signal liquidity needs.
📋 Key Facts
- Agreement date: December 31, 2024.
- Sales Agent: JonesTrading Institutional Services LLC.
- Maximum offering amount: $5,000,000 of common stock.
- Offering method: At-the-market (ATM) via negotiated transactions, block trades, or bought sales at prevailing market prices.
- Commission rate: Up to 3.0% of aggregate gross proceeds.
- The offering is conducted under an existing S-3 shelf registration statement declared effective on January 11, 2024.
Know Labs, Inc. has entered into an agreement to extend the expiration dates for four warrants held by Clayton A. Struve from 2025 to 2030.
🚩 Red Flags
- Related-party transaction: The extension benefits an individual (Clayton A. Struve) who is likely an insider/director, as evidenced by the Chairman's signature on the filing.
- Significant potential dilution: Over 5.7 million shares are available for exercise at a low price of $0.25, which could significantly dilute existing shareholders upon exercise.
📋 Key Facts
- The company approved an Extension of Warrant Agreement on December 17, 2024.
- The extension applies to four separate warrants held by Clayton A. Struve.
- Total shares covered by the extended warrants: 5,769,715 shares (1,440,000 + 1,200,000 + 1,785,715 + 1,344,000).
- The exercise price for all extended warrants is $0.25 per share.
- Expiration dates have been pushed from various dates in 2025 to August and December of 2030.
Know Labs, Inc. has amended multiple senior secured convertible redeemable notes held by Clayton Struve to extend their maturity dates from September 30, 2024, to September 30, 2025. This action effectively pushes back significant debt obligations owed to an insider/related party.
🚩 Red Flags
- Related-party transactions: The debt extension is specifically with Clayton Struve (insider/related party).
- Liquidity/Solvency pressure: The need to extend notes that were due in September 2024 suggests the company was unable to meet its original repayment obligations, indicating potential liquidity constraints.
- Debt restructuring: Multiple amendments to senior secured debt indicate ongoing management of significant liabilities.
📋 Key Facts
- The Company approved amendments to four separate senior secured convertible redeemable notes on December 17, 2024.
- All amended notes are held by Clayton Struve (a related party).
- Maturity dates for the notes have been extended from September 30, 2024, to September 30, 2025.
- The amendments involve four specific note agreements dated September 30, 2016; August 14, 2017; December 12, 2017; and February 28, 2018.
Know Labs, Inc. entered into subscription agreements for a registered direct offering of 1,250,000 units at $0.24 per unit, totaling approximately $300,000 in gross proceeds. The offering includes one share of common stock and one warrant per unit.
🚩 Red Flags
- Extremely low share/unit price ($0.24) suggests significant dilution risk and potential downward pressure on stock price.
- Small offering size ($300k) indicates urgent need for liquidity to cover operating expenses and working capital.
- High cost of capital: Placement agent fees (7% cash + 7% equity warrant) plus a 3.5% fee to Benchmark.
📋 Key Facts
- Offering size: 1,250,000 units (one share + one warrant per unit).
- Offering price: $0.24 per Unit.
- Aggregate gross proceeds: Approximately $300,000.
- Warrant terms: Exercise price of $0.24 per share.
- Placement Agent: Boustead Securities, LLC (7% cash fee + 87,500 shares via Placement Agent Warrant).
- Benchmark has a right to act as investment banker for future offerings in exchange for a 3.5% fee.
- Use of proceeds: Product development (KnowU glucose monitoring), clinical studies, IP development, and working capital.
Know Labs, Inc. has received an extension from NYSE American to implement a compliance plan regarding stockholders' equity requirements. The company must regain compliance by March 27, 2026, or face potential delisting proceedings.
🚩 Red Flags
- Delisting notice/non-compliance with NYSE American listing standards
- Significant stockholders' deficit of $4.6 million as of June 30, 2024
- Consistent net losses over the last five fiscal years
- Risk that failure to meet progress milestones in the plan could trigger delisting proceedings
📋 Key Facts
- NYSE American accepted the Company’s plan to regain compliance with continued listing standards.
- The extension period is granted through March 27, 2026.
- Non-compliance stems from failure to meet stockholders' equity minimums (Sections 1003(a)(ii) and 1003(a)(iii)).
- As of June 30, 2024, the Company reported a stockholders' deficit of $4.6 million.
- The company has reported losses in its five most recent fiscal years ended September 30, 2023.
Know Labs, Inc. held a special meeting on October 25, 2024, where stockholders approved two significant amendments: increasing authorized common stock from 200 million to 300 million shares and expanding the 2021 Equity Incentive Plan. These actions provide the company with increased capacity for future equity issuances and employee compensation.
🚩 Red Flags
- Significant increase in authorized share count (from 200M to 300M) often precedes dilutive secondary offerings or warrants exercises.
- Expansion of equity incentive plans can lead to further dilution for existing shareholders through the issuance of new stock options and awards.
📋 Key Facts
- Stockholders approved an amendment to increase authorized common stock from 200,000,000 to 300,000,000 shares (Proposal No. 1).
- Stockholders approved increasing the total number of shares available under the 2021 Equity Incentive Plan to 40,000,000 shares plus certain adjustments (Proposal No. 2).
- The amendment to the Articles of Incorporation became effective with the Nevada Secretary of State on October 29, 2024.
- A quorum was established with 57.7% of total shares eligible to vote represented by proxies.
Know Labs, Inc. has amended its senior secured convertible redeemable notes with an affiliate of the Chairman of the Board, Ronald P. Erickson. The amendment extends the maturity date by one year and increases the interest rate from 6% to 8%.
🚩 Red Flags
- Related-party transaction involving the Chairman of the Board.
- Extension of debt maturity suggests a need for more time to meet repayment obligations (liquidity pressure).
- Increase in interest rate indicates higher cost of capital and potential dilution risk due to the convertible nature of the notes.
📋 Key Facts
- Amendment dated October 22, 2024, regarding senior secured convertible redeemable notes.
- Counterparty is Ronald P. Erickson and/or affiliated entities (J3E2A2Z LP).
- Maturity date extended from September 30, 2024, to September 30, 2025.
- Interest rate increased from 6% per annum to 8% per annum.
This is an amendment to a previously filed 8-K (Form 8-K/A) intended to correct a clerical error regarding the item number. The filing reports the results of the 2024 Annual Meeting of Stockholders held on September 26, 2024.
🚩 Red Flags
- The filing is an amendment to correct a misclassification of the reporting item (Item 8.01 vs Item 5.07).
📋 Key Facts
- The company held its 2024 Annual Meeting of Stockholders on September 26, 2024.
- Proxy representation was high at 65.6% (56,964,556 shares) of the total eligible voting shares.
- Seven directors were elected to serve until the 2025 Annual Meeting.
- Shareholders ratified BPM, LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2024.
- Shareholders approved an authorization of common stock issuance to comply with NYSE American Rule 713 regarding convertible notes/warrants issued to Lind Global Fund II LP.
- A non-binding advisory vote (Say-on-Pay) approved executive officer compensation.
Know Labs, Inc. received a notification from NYSE American stating it is non-compliant with minimum stockholders' equity requirements. The company reported a stockholders' deficit of $4.6 million as of June 30, 2024.
🚩 Red Flags
- Delisting notice from NYSE American
- Stockholders' deficit of $4.6 million (negative equity)
- Consistent net losses over the last five fiscal years
- Requirement to submit a remedial plan by October 27, 2024
📋 Key Facts
- Received notice from NYSE American on September 27, 2024, regarding non-compliance with Sections 1003(a)(ii) and 1003(a)(iii) of the Company Guide.
- As of June 30, 2024, the company reported a stockholders' deficit of $4.6 million.
- The company has been in a loss position for at least five fiscal years ending September 30, 2023.
- Deadline to submit a compliance plan is October 27, 2024.
- Target date to regain compliance under a potential plan is March 27, 2026.
Know Labs, Inc. held its 2024 Annual Meeting of Stockholders on September 26, 2024, reporting the results of four shareholder proposals including director elections and auditor ratification.
🚩 Red Flags
- Significant broker non-votes in Proposal 1 and Proposal 4 suggest high institutional/retail participation or potential lack of proxy solicitation for certain holders.
- The necessity of Proposal 3 (Rule 713 compliance) indicates the company is actively issuing convertible debt/warrants that may lead to significant dilution.
📋 Key Facts
- Annual Meeting held on September 26, 2024.
- Total shares eligible to vote: 86,777,171 (including as-if-converted preferred stock).
- Proxy representation reached 56,964,556 shares, or 65.6% of total shareholders.
- Proposal 1: Seven nominees elected to the Board of Directors.
- Proposal 2: Ratified BPM, LLP as the independent registered public accounting firm for FY ending Sept 30, 2024.
- Proposal 3: Authorized issuance of common stock underlying convertible notes/warrants to comply with NYSE American Rule 713 (Lind Global Fund II LP transaction).
- Proposal 4: Non-binding advisory vote approved executive compensation.
Know Labs, Inc. announced the resignation of Board member Timothy Londergan effective September 6, 2024. The company stated the departure was not due to any disagreement regarding operations or policies and has appointed Ichiro Takesako to the Audit Committee to fill a vacancy.
🚩 Red Flags
- None identified; resignation was explicitly stated as non-dispute related.
📋 Key Facts
- Timothy Londergan resigned from the Board of Directors on September 6, 2024.
- The resignation was not due to any dispute or disagreement with the Company or its Board regarding operations, policies, or practices.
- Ichiro Takesako has been appointed to fill a vacancy on the Company's Audit Committee.
- The Board is actively seeking a replacement for Mr. Londergan's seat.
Know Labs, Inc. completed a registered direct offering of 6,365,385 units at $0.26 per unit, raising an aggregate gross amount of $1,655,000. The proceeds are intended for product development of KnowU glucose monitoring products and general working capital.
🚩 Red Flags
- Significant dilution: The offering involves over 6.3 million units at a very low price point ($0.26).
- Warrant overhang: Issuance of warrants to investors and advisors creates potential future dilution.
- Low share price context: Pricing at $0.26 is characteristic of distressed micro-cap financing.
📋 Key Facts
- Offering size: 6,365,385 units (one share of common stock and one warrant per unit).
- Offering price: $0.26 per unit.
- Aggregate gross proceeds: $1,655,000.
- Warrant terms: Exercise price of $0.26 per share.
- Advisors (Boustead Securities and The Benchmark Company) to receive a 5% cash fee and warrants for 636,538 shares.
- Use of proceeds: Product development (KnowU glucose monitoring), clinical studies, IP development, and working capital.
Know Labs, Inc. completed a public offering of 13,250,000 units consisting of one share of common stock and one warrant per unit at $0.26 per unit. The offering raised approximately $3.445 million in gross proceeds.
🚩 Red Flags
- Highly dilutive financing: Issuance of 13.25 million units at a very low price point ($0.26) significantly increases share count.
- Warrant overhang: Each unit includes a warrant, which will lead to further dilution upon exercise.
- Low share price: The $0.26 pricing is characteristic of micro-cap companies facing liquidity constraints or struggling with stock price maintenance.
📋 Key Facts
- Offered 13,250,000 Units (1 share + 1 warrant) at $0.26 per Unit.
- Warrants allow purchase of one share of Common Stock at an exercise price of $0.26 per share.
- Gross proceeds estimated at $3.445 million (up to $3.961 million with over-allotment).
- Underwriters: Boustead Securities, LLC and The Benchmark Company, LLC.
- The offering closed on August 9, 2024.
- Representatives received a Unit Purchase Option for an additional 7.0% of the Units.
Know Labs, Inc. issued an 8-K to announce the release of interim results from its most recent clinical research study via a press release.
📋 Key Facts
- The filing is related to Item 7.01 (Regulation FD Disclosure).
- Interim results from a recent clinical research study were announced on July 11, 2024.
- The announcement was made via press release (Exhibit 99.1).
Know Labs, Inc. entered into an At the Market (ATM) offering agreement with The Benchmark Company, LLC to facilitate the sale of common stock up to a maximum amount of $5,000,000.
🚩 Red Flags
- Potential for immediate share dilution to existing shareholders.
- ATM offerings are often used by micro-cap companies to bolster cash runways, which can signal liquidity needs.
📋 Key Facts
- Agreement date: March 20, 2024
- Maximum aggregate gross proceeds: $5,000,000
- Sales agent: The Benchmark Company, LLC
- Commission rate: Up to 3.5% of aggregate gross proceeds
- Mechanism: Shares sold at prevailing market prices via an ATM program under a previously effective S-3 shelf registration (File No. 333-276246).
Know Labs, Inc. entered into a significant securities purchase agreement with Lind Global Fund II, LP for up to $14.4 million in senior convertible notes and warrants. The filing also discloses the issuance of placement agent shares to The Benchmark Company, LLC.
🚩 Red Flags
- High-cost debt: Monthly payments of $240,000 (or 5% principal) on a non-interest bearing note represent a significant cash/equity drain.
- Asset encumbrance: Notes are secured by a first-priority security interest in all company assets.
- Restrictive covenants: Includes negative covenants restricting distributions, stock repurchases, and borrowing.
- Death spiral potential: The ability for the lender to receive payments in shares at a discount to VWAP can lead to significant dilution.
- Default trigger: Market cap falling below $15M triggers an event of default (120% repayment required).
- Guaranty: Subsidiary Particle, Inc. has guaranteed all obligations.
📋 Key Facts
- Entered into a Securities Purchase Agreement with Lind Global Fund II, LP on February 27, 2024.
- The offering allows for up to $14.4 million in senior convertible notes and warrants (aggregate purchase price up to $12 million).
- Initial transaction: $4.8 million principal note at a $4 million purchase price; initial warrant to purchase 6,000,000 shares at $0.80/share.
- Notes carry no interest but require monthly payments of the greater of 5% of principal or $240,000 for 20 months.
- Monthly payments can be made in cash (with a 5% premium) or common stock at a discount to VWAP.
- The notes are secured by a first-priority security interest in all company assets.
- An event of default includes market capitalization falling below $15 million for 10 consecutive days.
Know Labs, Inc. issued a press release regarding interim results from its most recent clinical research study. The filing is an Item 7.01 disclosure intended to provide regulatory information via a non-filed press release.
📋 Key Facts
- The company announced interim results from its most recent clinical research study on March 6, 2024.
- Information was disclosed under Item 7.01 (Regulation FD Disclosure).
- The disclosure is contained in Exhibit 99.1 and is not considered 'filed' for purposes of Section 18 of the Exchange Act.
Know Labs, Inc. entered into a significant securities purchase agreement with Lind Global Fund II, LP involving up to $14.4 million in senior convertible notes and warrants. The deal includes an immediate issuance of a $4.8 million note and carries highly punitive default terms.
🚩 Red Flags
- Highly punitive default clause: Failure to maintain market cap above $15M for 10 consecutive days triggers an Event of Default.
- Default penalty: Upon event of default, the company must pay 120% of the outstanding principal amount.
- Death spiral characteristics: Monthly payments can be made in shares at a 90% discount to VWAP (the 'denominator' effect).
- Restrictive covenants: Includes negative covenants restricting distributions, stock repurchases, borrowing, and sale of assets.
- Significant dilution risk via warrants and convertible notes.
📋 Key Facts
- Entered into a Securities Purchase Agreement with Lind Global Fund II, LP on February 27, 2024.
- Total potential offering: Up to $14,400,000 in senior convertible notes and associated warrants.
- Immediate issuance: $4,800,000 principal note at a purchase price of $4,000,000 (20% discount).
- Initial Warrant: To purchase up to 3,000,000 shares at an exercise price of $0.80 per share.
- Monthly payments required starting 120 days from issuance; amount is the greater of 5% of principal or $240,000.
- Notes are secured by a first-priority security interest in all company assets.
- The subsidiary, Particle, Inc., has guaranteed the obligations.
Know Labs, Inc. issued a press release regarding the development of its KnowU™ wearable non-invasive continuous glucose monitor (CGM). The announcement focuses on accelerated data collection to test device performance across various body locations and glycemic ranges.
📋 Key Facts
- Announced the 'KnowU' wearable non-invasive continuous glucose monitor (CGM) via press release on February 27, 2024.
- The device is intended for accelerated data collection to determine technology performance during continuous wear.
- Testing will include different body locations and expansive glycemic ranges across diverse populations.
Know Labs, Inc. filed an 8-K to furnish its financial results for the fiscal quarter ended December 31, 2023. The filing serves as a formal announcement of quarterly earnings via a press release.
📋 Key Facts
- Reporting period: Fiscal quarter ended December 31, 2023.
- Filing date: February 14, 2024.
- The company furnished financial results through Exhibit 99.1 (Press Release).