Business Context and Reporting Period
This Form 8-K Current Report was filed by Know Labs, Inc. (not USBC, Inc.) on February 10, 2025, with the report date finalized on February 18, 2025. The filing details a corporate action involving a reverse stock split intended to maintain the company's listing on the NYSE American by meeting per-share price requirements.
Key Financial Metrics
This filing is a current report regarding a capital structure change and does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The filing text does not provide a clear value for these items.
Material Changes
The primary material change is the approval and execution of a 1-for-40 reverse stock split of the Company's common stock. Key details include:
- Authorized Shares: Reduced from 300,000,000 to 7,500,000.
- Outstanding Shares: Reduced from 112,423,912 to approximately 2,810,598.
- Trading Symbol: Changed temporarily to KNWND on the OTC Pink Market starting February 19, 2025, for a 20-day period, before reverting to KNWN.
- CUSIP Number: Changed to 499238202.
- Fractional Shares: No fractional shares will be issued; holders are rounded up to the next whole share.
Guidance, Outlook, and Risks
Management Commentary: The Board of Directors effected the reverse stock split without stockholder approval under Nevada law, as the reduction was proportional. The primary objective is to satisfy NYSE American listing standards regarding share price.
Risks and Contingencies: The filing notes that while percentage ownership and voting power remain substantially unchanged, minor adjustments may occur due to the rounding of fractional shares. The temporary trading symbol change on the OTC Pink Market introduces a short-term administrative transition for investors.
Investor Verification Checklist
- Verify the new trading symbol (KNWND) and the 20-day temporary period on the OTC Pink Market starting February 19, 2025.
- Confirm the updated CUSIP number (499238202) with brokerage accounts.
- Check brokerage statements for the automatic adjustment of share counts (1-for-40 ratio) and the rounding up of fractional shares.
- Monitor the transition back to the KNWN symbol after the 20-day OTC period concludes.