8-K 1 form_8-k.htm FORM 8-K CURRENT REPORT FOR 08-01-2018




Washington, D.C. 20549






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



Date of Report (Date of earliest event reported):       August 1, 2018    



         KNOW LABS, INC.         

(Exact name of registrant as specified in its charter)



    Nevada          000-30262          90-0273142    
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)



500 Union Street, Suite 810

    Seattle, Washington 98101    

(Address of principal executive office) (Zip Code)



Registrant’s telephone number, including area code:       (206) 903-1351    



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


Certificate of Designations, Preferences and Rights of Series F Convertible Preferred Stock


On August 1, 2018, the Company filed with the State of Nevada a Certificate of Designation establishing the Designations, Preferences, Limitations and Relative Rights of Series F Preferred Stock (the “Designation”). The Designation authorized 500 shares of Series F Preferred Stock. The Series F Preferred Stock shall only be issued to the current Board of Directors on the date of the Designation’s filing and is not convertible into common stock. As set forth in the Designation, the Series F Preferred Stock has no rights to dividends or liquidation preference and carries rights to vote 100,000 shares of common stock per share of Series F upon a Trigger Event, as defined in the Designation. A Trigger Event includes certain unsolicited bids, tender offers, proxy contests, and significant share purchases, all as described in the Designation. Unless and until a Trigger Event, the Series F shall have no right to vote. The Series F Preferred Stock shall remain issued and outstanding until the date which is 731 days after the issuance of Series F Preferred Stock (“Explosion Date”), unless a Trigger Event occurs, in which case the Explosion Date shall be extended by 183 days.


The foregoing description of the Designation is qualified in its entirety by reference to the complete terms and conditions of the Designation of Series F Preferred Stock, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1, and incorporated by reference into this Item 5.03.


Item 9.01 Financial Statements and Exhibits.


(d)  Exhibits.


Exhibit No.   Description
10.1   Certificate of Designation of Series F Preferred Stock





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:  August 3, 2018 By: /s/ Ronald P. Erickson
    Ronald P. Erickson
Interim Chief Financial Officer


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