July 31, 2019
Ronald P. Erickson
Chairman of the Board
Know Labs, Inc.
500 Union Street, Suite 810
Seattle, WA 98101
Re: Know Labs, Inc.
Registration Statement on Form S-1
Response dated July 9, 2019
File No. 333-231829
Dear Mr. Erickson:
We have reviewed your July 9, 2019 response to our comment letter and
have the
following comments. In some of our comments, we may ask you to provide us with
information
so we may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our June 25,
2019 letter.
Response letter dated July 9, 2019
Fee table, page i
1. We note your response to prior comment 2 and Exhibit A to your response.
Given that it
appears that you are seeking to register the resale of common shares,
not the exercise of
warrants or the conversion of the preferred stock, it is unclear why
your reliance on Rule
457(g) is appropriate. Please clarify or revise as appropriate. Also:
show us how you calculated the "Proposed Maximum Aggregate Offering
Price" and
"Amount of Registration Fee" for the shares of common stock
underlying the interest
on the convertible notes; and
Ronald P. Erickson
Know Labs, Inc.
July 31, 2019
Page 2
tell us how you determined the number of shares issuable upon
exercise of the Series F
Preferred Warrants, given your disclosure on pages 32-33 regarding
the number of
warrants issued.
Selling Security Holders, page 30
2. Please expand your response to the second bullet point of prior
comment 3 to address the
common stock issuable upon exercise of the Series F Preferred
Warrants.
3. Please disclose the substance of your response to the fourth bullet
point of prior comment
3. Also disclose, if true, that all securities offered by an affiliate
of a broker-dealer were
purchased by the seller in the ordinary course of business, and, at
the time of the purchase
of the securities to be resold, the seller had no agreements or
understandings, directly or
indirectly, with any person to distribute the securities.
4. We note your response to the eighth bullet point of prior comment 3.
Please ensure that
the number of shares registered for sale in the fee table is
consistent with the shares listed
in "Selling Security Holders." We note in this regard that the "Grand
Total" in column (c)
does not appear to reconcile to the proposed revisions to the fee
table.
5. We note from your response to the tenth bullet point of prior comment
3 that the company
is not aware of any short positions held by any of the selling stock
holders. Please clarify
whether that response was based on information obtained from the
selling stockholders.
6. Please expand your response to prior comment 3 to provide us your
analysis supporting
your conclusion regarding why your agreements with Boustead Securities
need not be
filed as exhibits to your registration statement.
7. From your response to prior comment 3, it appears that you do not
intend to use cash to
repay the principal and interest under the note. It therefore remains
unclear whether in
substance the transaction is a primary offering of your common stock.
Please expand your
response, citing all authority on which you rely, or revise your
registration statement as
appropriate.
8. Please include in your response to prior comment 3 information regarding
prior securities
transactions between the issuer (or any of its predecessors) and the
selling stockholders,
any affiliates of the selling stockholders, or any person with whom any
selling stockholder
has a contractual relationship regarding the transaction (or any
predecessors of those
persons). Include the date of each transaction and the consideration
paid, and whether the
securities have since been sold by the selling stockholder. Also clearly
identify in your
FirstName LastNameRonald P. Erickson registered securities for resale by the
selling security
response when you have previously
Comapany NameKnow Labs, Inc.
holders named in this registration statement, including whether and when
those securities
have been sold.
July 31, 2019 Page 2
FirstName LastName
Ronald P. Erickson
FirstName LastNameRonald P. Erickson
Know Labs, Inc.
Comapany NameKnow Labs, Inc.
July 31, 2019
Page 3
July 31, 2019 Page 3
FirstName LastName
9. Please disclose (1) the price of your common stock on the dates that
the selling security
holders acquired the offered common stock or the securities by which
they can acquire the
offered common stock, and (2) the cash fee paid to the selling
security holder. Also:
clarify how the conversion and exercise price adjustments will be
made for events
requiring adjustments; and
in the context of your disclosure regarding the Series D
Convertible Preferred
Stock, disclose the stated value of that preferred stock.
You may contact David Burton at (202) 551-3626 or Kevin Kuhar,
Accounting Branch
Chief, at (202) 551-3662 if you have questions regarding comments on the
financial statements
and related matters. Please contact Tim Buchmiller at (202) 551-3635 or Russel
Mancuso, Legal
Branch Chief, at (202) 551-3617 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Electronics and Machinery
cc: Jessica M. Lockett, Esq.