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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 17, 2024

KNOW LABS, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-37479

90-0273142

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

619 Western Avenue, Suite 610, Seattle, Washington		98104
(Address of principal executive offices)		(Zip Code)

(206) 903-1351

(Registrant's telephone number, including area code)

_____________________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001		KNW		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

Amendment of Senior Secured Convertible Redeemable Notes

On December 17, 2024, Know Labs, Inc. (the “Company”) approved the Amendments below to the senior secured convertible redeemable notes with Clayton Struve, extending the due dates from September 30, 2024 to September 30, 2025.

Item 9.01 Financial Statements and Exhibits.

Exhibits.

Exhibit No.		Description of Exhibit
10.1		Amendment 10 dated December 17, 2024 to Senior Secured Convertible Redeemable Note dated September 30, 2016 by and between Know Labs, Inc. and Clayton A. Struve. Filed herewith.

10.2		Amendment 10 dated December 17, 2024 to Senior Secured Convertible Redeemable Note dated August 14, 2017 by and between Know Labs, Inc. and Clayton A. Struve. Filed herewith.

10.3		Amendment 10 dated December 17, 2024 to Senior Secured Convertible Redeemable Note dated December 12, 2017 by and between Know Labs, Inc. and Clayton A. Struve. Filed herewith.

10.4		Amendment 9 dated December 17, 2024 to Senior Secured Convertible Redeemable Note dated February 28, 2018 by and between Know Labs, Inc. and Clayton A. Struve. Filed herewith.

104		Coverage Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 18, 2024	KNOW LABS, INC.

	/s/ Ronald P. Erickson
	Name: Ronald P. Erickson
	Title: Chairman of the Board

EX-10.1 2 knwn_ex101.htm AMENDMENT knwn_ex101.htm

EXHIBIT 10.1

AMENDMENT NO. 10 TO

10% CONVERTIBLE REDEEMABLE NOTE

DATED SEPTEMBER 30, 2016

This AMENDMENT NO. 10 TO 10% REDEEMABLE nOTE dated SEPTEMBER 30, 2016 (this “Amendment”) is made and entered into as of December 17, 2024, by and between Clayton A. Struve (the “Holder”) and Know Labs, Inc., a Nevada corporation f/k/a Visualant, Incorporated (the “Company”).

RECITALS

WHEREAS, the Company is a party to that certain 10% Convertible Redeemable Note, dated September 30, 2016, as amended (as so amended, the “Note”), payable to Holder (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Note);

WHEREAS, the Note had a Maturity Date of September 30, 2024; and

WHEREAS, the Holder and the Company wish to amend the Note to extend the Maturity Date to September 30, 2025.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to the following.

1. Amendment of Maturity Date. The Maturity Date of the Note is hereby amended to September 30, 2025.

2. Counterparts. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

Company:			Holder:

KNOW LABS, INC.			CLAYTON A. STRUVE

/s/Ronald P. Erickson			/s/Clayton A. Struve
By:			By:
Name: Ronald P. Erickson			Clayton A. Struve
Title: Chairman and CEO

EX-10.2 3 knwn_ex102.htm AMENDMENT knwn_ex102.htm

EXHIBIT 10.2

AMENDMENT NO. 10 TO

SENIOR SECURED CONVERTIBLE REDEEMABLE DEBENTURE

DATED AUGUST 14, 2017

This AMENDMENT NO. 10 TO SENIOR SECURED CONVERTIBLE REDEEMABLE DEBENTURE dated AUGUST 14, 2017 (this “Amendment”) is made and entered into as of December 17, 2024, by and between Clayton A. Struve (the “Holder”) and Know Labs, Inc., a Nevada corporation f/k/a Visualant, Incorporated (the “Company”).

RECITALS

WHEREAS, the Company is a party to that certain Senior Secured Convertible Redeemable Debenture, dated August 14, 2017, as amended (as so amended, the “Debenture”), payable to Holder (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Debenture);

WHEREAS, the Debenture had a Maturity Date of September 30, 2024; and

WHEREAS, the Holder and the Company wish to amend the Debenture to extend the Maturity Date to September 30, 2025.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to the following.

1. Amendment of Maturity Date. The Maturity Date of the Debenture is hereby amended to September 30, 2025.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

Company:			Holder:

KNOW LABS, INC.			CLAYTON A. STRUVE

/s/Ronald P. Erickson			/s/Clayton A. Struve
By:			By:
Name: Ronald P. Erickson			Clayton A. Struve
Title: Chairman and CEO

EX-10.3 4 knwn_ex103.htm AMENDMENT knwn_ex103.htm

EXHIBIT 10.3

AMENDMENT NO. 10 TO

SENIOR SECURED CONVERTIBLE REDEEMABLE DEBENTURE

DATED DECEMBER 12, 2017

This AMENDMENT NO. 10 TO SENIOR SECURED CONVERTIBLE REDEEMABLE DEBENTURE dated DECEMBER 12, 2017 (this “Amendment”) is made and entered into as of December 17, 2024, by and between Clayton A. Struve (the “Holder”) and Know Labs, Inc., a Nevada corporation f/k/a Visualant, Incorporated (the “Company”).

RECITALS

WHEREAS, the Company is a party to that certain Senior Secured Convertible Redeemable Debenture, dated December 12, 2017, as amended (as so amended, the “Debenture”), payable to Holder (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Debenture);

WHEREAS, the Debenture had a Maturity Date of September 30, 2024; and

WHEREAS, the Holder and the Company wish to amend the Debenture to extend the Maturity Date to September 30, 2025.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to the following.

1. Amendment of Maturity Date. The Maturity Date of the Debenture is hereby amended to September 30, 2025.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

Company:			Holder:

KNOW LABS, INC.			CLAYTON A. STRUVE

/s/ Ronald P. Erickson			/s/ Clayton A. Struve
By:			By:
Name: Ronald P. Erickson			Clayton A. Struve
Title: Chairman and CEO

EX-10.4 5 knwn_ex104.htm AMENDMENT knwn_ex104.htm

EXHIBIT 10.4

AMENDMENT NO. 9 TO

SENIOR SECURED CONVERTIBLE REDEEMABLE DEBENTURE

DATED FEBRUARY 28, 2018

This AMENDMENT NO. 9 TO SENIOR SECURED CONVERTIBLE REDEEMABLE DEBENTURE dated FEBRUARY 28, 2018 (this “Amendment”) is made and entered into as of December 17, 2024, by and between Clayton A. Struve (the “Holder”) and Know Labs, Inc., a Nevada corporation f/k/a Visualant, Incorporated (the “Company”).

RECITALS

WHEREAS, the Company is a party to that certain Senior Secured Convertible Redeemable Debenture, dated February 28, 2018, as amended (as so amended, the “Debenture”), payable to Holder (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Debenture);

WHEREAS, the Debenture had a Maturity Date of September 30, 2024; and

WHEREAS, the Holder and the Company wish to amend the Debenture to extend the Maturity Date to September 30, 2025.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to the following.

1. Amendment of Maturity Date. The Maturity Date of the Debenture is hereby amended to September 30, 2025.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

Company:			Holder:

KNOW LABS, INC			CLAYTON A. STRUVE

/s/ Ronald P. Erickson			/s/ Clayton A. Struve
By:			By:
Name: Ronald P. Erickson			Clayton A. Struve
Title: Chairman and CEO