Business Context and Reporting Period
This Form 8-K Current Report was filed by Know Labs, Inc. (not USBC, Inc.) on December 31, 2024. The filing reports the entry into a material definitive agreement regarding a new equity financing facility.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. The primary financial metric disclosed is the authorization to raise capital:
- Maximum Offering Amount: $5,000,000 of common stock.
- Commission Rate: Up to 3.0% of aggregate gross proceeds paid to the sales agent.
- Trading Symbol: KNW (NYSE American LLC).
Material Changes
On December 31, 2024, the Company entered into a Capital on Demand Sales Agreement with JonesTrading Institutional Services LLC. This agreement establishes an "at-the-market" (ATM) facility allowing the Company to sell shares of its common stock through JonesTrading as a sales agent. This represents a new mechanism for equity financing not previously disclosed in the provided text.
Guidance, Outlook, and Risks
- Offering Terms: Sales will be made at prevailing market prices. The Company is not obligated to sell, and the agent is not obligated to buy any shares.
- Termination: Either party may suspend or terminate the offering upon notice.
- Constraints: Sales are limited by the number of shares registered on the effective Form S-3, authorized but unissued shares, and Form S-3 limitations.
- Expenses: The Company agreed to reimburse certain expenses incurred by JonesTrading.
Investor Verification Checklist
- Verify the current number of authorized but unissued shares to determine the actual capacity for this offering.
- Review the effective Form S-3 (File No. 333-276246) to confirm the total registration limit.
- Monitor future filings for actual sales volumes and proceeds generated under this agreement.
- Assess the impact of the 3.0% commission on net proceeds relative to the Company's current cash position.