Business Context and Reporting Period
This Form 8-K is a Current Report filed by Know Labs, Inc. (not USBC, Inc.) on July 28, 2025. The filing discloses the entry into a material definitive agreement and the creation of a direct financial obligation in connection with a previously announced private placement transaction with Goldeneye 1995 LLC.
Key Financial Metrics and Obligations
The filing details a new debt instrument rather than reporting period-end financial results (revenue, profit, or cash flow).
- Bridge Loan Facility: Up to $350,000 total principal.
- Initial Draw: $90,000 funded on the Effective Date (July 28, 2025).
- Remaining Availability: Up to $260,000 available for additional term loans through the Maturity Date.
- Interest Rate: 12% per annum, accruing daily on the unpaid principal balance.
- Maturity Date: January 28, 2026, or earlier upon demand by the Buyer.
Material Changes and Agreements
The primary material change is the execution of a Promissory Note (the "Bridge Note") with Goldeneye 1995 LLC. This note serves as a bridge financing mechanism related to a Securities Purchase Agreement entered into on June 6, 2025. The filing does not provide comparative financial data against prior periods as it is a transactional disclosure, not a periodic financial report.
Outlook, Risks, and Contingencies
Events of Default: The loan accelerates immediately if the Company fails to make timely payments, files for bankruptcy, or if an involuntary petition is filed against it (unless dismissed within 60 days).
Key Risks Identified:
- Fluctuations in the market price of Bitcoin and potential impairment charges.
- Volatility in interest rates.
- Ability to achieve and maintain future profitability.
- Risks regarding the consummation of the proposed private placement transaction.
- Regulatory changes affecting the Company's business and Bitcoin accounting treatment.
Forward-Looking Statements: The Company cautions that actual results may differ materially from expectations due to inherent uncertainties.
Investor Verification Checklist
- Verify the full text of the Promissory Note (Exhibit 10.1) for specific covenants and repayment terms.
- Review the Proxy Statement on Schedule 14A for details on the proposed transaction with Goldeneye 1995 LLC.
- Confirm the Company's current Bitcoin holdings and potential exposure to impairment charges as noted in the risk factors.
- Check the Company's most recent Form 10-K and 10-Q for updated liquidity positions and debt obligations.
- Monitor the status of the Private Placement to ensure the conditions for the full $350,000 loan are met.