Business Context and Reporting Period
Company: Know Labs, Inc. (Note: Request metadata referenced "USBC, Inc.", but the filing text identifies the registrant as Know Labs, Inc.)
Filing Type: Form 8-K (Current Report)
Date of Report: December 12, 2024
Event: Entry into a Material Definitive Agreement for a registered direct offering of securities.
Key Financial Metrics
This filing details a capital raise rather than operational financial results. Specific metrics include:
- Offering Size: 1,250,000 Units.
- Offering Price: $0.24 per Unit.
- Aggregate Gross Proceeds: Approximately $300,000.
- Placement Agent Fee: 7% of gross proceeds (cash) plus a warrant to purchase 87,500 shares.
- Advisor Fee: 3.5% of gross proceeds (cash) paid to The Benchmark Company, LLC.
- Warrant Exercise Price: $0.24 per share.
Note: The filing text does not provide current revenue, profit, cash flow, margins, debt, or liquidity figures. These metrics are not applicable to this specific transaction report.
Material Changes
The primary material change is the execution of Subscription Agreements for the sale of equity and warrants. The company has engaged Boustead Securities, LLC as the placement agent and The Benchmark Company, LLC as an advisor. The offering utilizes an effective shelf registration statement (Form S-3) filed in December 2023.
Guidance, Outlook, and Use of Proceeds
Use of Proceeds: Management intends to use net proceeds primarily for:
- Product development of the KnowU glucose monitoring products.
- Sales and marketing efforts.
- Clinical studies.
- Intellectual property development.
- Operating expenses and working capital.
Investment Strategy: Pending final application, net proceeds will be invested in short-term, interest-bearing, investment-grade securities.
Forward-Looking Statements: The filing includes standard disclaimers that actual results may differ materially from anticipated results due to risk factors detailed in the company's Form 10-K and 10-Q filings.
Investor Verification Checklist
- Verify the final closing date and actual net proceeds received after deducting fees.
- Review the full text of the Subscription Agreement (Exhibit 10.1) for specific covenants and termination provisions.
- Confirm the dilution impact of the 1,250,000 new shares and 87,500 placement agent warrant shares on existing shareholders.
- Check subsequent filings for updates on the status of the KnowU glucose monitoring product development and clinical studies.
- Review the company's most recent Form 10-Q or 10-K for current liquidity and working capital positions to assess the significance of the $300,000 raise.