As filed with the Securities and Exchange Commission on September 25, 2023
Registration No.333 ‑274350
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
AMENDMENT No. 2 to
FORM S‑1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Know Labs, Inc. |
(Exact name of registrant as specified in its charter) |
Nevada |
| 3920 |
| 90‑0273142 |
(State or other jurisdiction of incorporation or organization) |
| (Primary Standard Industrial Classification Code Number) |
| (IRS Employer Identification No.) |
500 Union Street, Suite 810
Seattle, Washington 98101
206‑903‑1351
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Ronald P. Erickson
Chief Executive Officer
500 Union Street, Suite 810
Seattle, Washington 98101
206‑903‑1351
(Names, address, including zip code and telephone number, including area code, of agent for service)
Copies to: | |
Matthew S. O’Loughlin, Esq. Ben D. Orlanski, Esq. Louis Rambo, Esq. Proskauer Rose LLP 2029 Century Park East, Suite 2400 Los Angeles, CA 90067 (310) 284‑5653 | Cavas S. Pavri, Esq. ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 (202) 857-6000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post‑effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post‑effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non‑accelerated filer | ☒ | Smaller reporting company | ☒ |
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| 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
Know Labs, Inc. (the “Company”) is filing this Amendment No. 2 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-274350) (the “Registration Statement”) as an exhibits-only filing, solely to file Exhibit 5.1 and Exhibit 5.2. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits.
(a) Exhibits.
Exhibit No. |
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II-1 |
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II-2 |
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| Consent of BPM LLP, Independent Registered Public Accounting Firm | |
| Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1) | |
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24.1** |
| Power of Attorney (included in the signature page) |
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† | Executive compensation plan or arrangement. |
* | Filed herewith. |
** | Previously filed. |
(b) Financial Statement Schedules.
All financial statement schedules are omitted because the information called for is not required or is shown either in the financial statements or in the notes thereto.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on September 25 , 2023.
Know Labs, Inc.
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| By: | /s/ Ronald P. Erickson |
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| Ronald P. Erickson Chief Executive Officer and Director |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE |
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| DATE |
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/s/ Ronald P. Erickson |
| Chief Executive Officer and Director (Principal Executive Officer) |
| September 25, 2023 |
Ronald P. Erickson |
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| Chief Financial Officer (Principal Financial Officer) |
| September 25, 2023 |
Peter Conley |
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| Director |
| September 25, 2023 |
Jon Pepper |
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| Director |
| September 25, 2023 |
William A. Owens |
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| Director |
| September 25, 2023 |
Ichiro Takesako |
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* | By: | /s/ Ronald P. Erickson |
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| Name: | Ronald P. Erickson |
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| Title: | Attorney-in-fact |
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