Know Labs, Inc. (NYSE American: KNW), an emerging developer of
non-invasive medical diagnostic technology, today announced it has
entered into a funding agreement for an investment of up to $12
million, of which it has executed a $4 million close (the “Funding
Agreement”) with Lind Global Fund II LP, an investment entity
managed by The Lind Partners, a New York-based institutional fund
manager (together, “Lind”).
Ron Erickson, Chief Executive Officer and Chairman at Know Labs,
commented, “This investment will enable Know Labs to accelerate
development across our four core work streams including, hardware
development, expanded data collection in clinical research,
algorithm development, and expansion of our defensible intellectual
property moat around our technology. We remain focused on
validating the performance of the Know Labs proprietary
radiofrequency dielectric sensor in large-scale clinical trials on
our path to submitting to the FDA for clearance, the world’s first
non-invasive wearable continuous glucose monitor.”
“Lind is excited about its investment in Know Labs,” said
Phillip Valliere, Managing Director at The Lind Partners. “Know
Labs has demonstrated success across numerous development
milestones and has built a strong intellectual property foundation
to attract further investment and future strategic partnerships. We
are pleased to invest in Know Labs to support its growth and we
look forward to working with its high-caliber management team as it
moves into this next phase of development.”
About the Funding Agreement
The funding provided to Know Labs by Lind will come in the form
of convertible secured notes (the "Convertible Notes") that will
carry an aggregate face value amount of up to $14.4 million and
that will be sold to Lind for purchase prices equal to up to $12.0
million.
At the initial closing of $4.0 million, Know Labs received net
proceeds of approximately U.S. $3.68 million, after fees, pursuant
to a Convertible Note with a face value of $4.4 million (the “Face
Value”). The Face Value of the Convertible Note issued in the
initial closing will have a 24-month maturity date and can be paid,
at the Company’s option, in cash or through the issuance of share
of the Company’s common stock (the "Shares") equal to the principal
amount being paid in shares divided by 90% of the average of the 3
lowest daily VWAPs during the 20 trading days prior to the
applicable payment date. The Convertible Note may also be converted
into Shares under certain circumstances at a fixed price per share
of $1.00, representing a 50% premium to the last closing price of
$0.667 per share, subject to adjustment in accordance with the
terms of the Convertible Note.
In connection with the issuance of the Convertible Note, Know
Labs will also issue to Lind a warrant to purchase 3,000,000
Shares, 75% warrant coverage of the funded amount (the “Warrant”).
The Warrant will be exercisable for 60 months following the date
that is 6 months following the initial funding date at an exercise
price equal to $0.80 per share, a 20% premium to the closing price
of $0.667, subject to adjustment in accordance with the terms of
the Warrant.
The Company intends to file a resale registration statement
covering the Shares underlying the Convertible Note and the Warrant
within 30 days of the initial closing, and will seek to have it
declared effective within 90 days.
Commencing 120 days after funding, Company will repay 1/20th of
the applicable Face Value, or $240,000, in monthly installments
(“Repayment”). At the Company’s option each month, Repayments can
be made in: (i) cash plus an amount equal to 5% of the Repayment
amount; (ii) common shares (“Repayment Shares”); or a combination
of both. Repayment Shares will be priced at 90% of the average of
the three lowest daily VWAPs during the 20 trading days before the
issuance of Repayment Shares. For two monthly Repayments, Lind will
have the right to increase a Repayment (in stock) up to
$750,000.
The Funding is secured by assets of the Company and its
subsidiaries. The Funding Agreement and the issuance of securities
thereunder has been approved by the New York Stock Exchange
American .
The Benchmark Company, LLC is acting as exclusive financial
advisor to Know Labs in connection with the funding agreement.
About Know Labs, Inc.
Know Labs, Inc. is a public company whose shares trade on the
NYSE American Exchange under the stock symbol “KNW.” The Company’s
platform technology uses spectroscopy to direct electromagnetic
energy through a substance or material to capture a unique
molecular signature. The technology can be integrated into a
variety of wearable, mobile or bench-top form factors. This
patented and patent-pending technology intend to make it possible
to effectively identify and monitor analytes that could only
previously be performed by invasive and/or expensive and
time-consuming lab-based tests. The first application of the
technology is expected to be in a product marketed as a
non-invasive glucose monitor. The device is designed to provide the
user with accessible and affordable real-time information on blood
glucose levels. This product will require U.S. Food and Drug
Administration clearance prior to its introduction to the
market.
About The Lind Partners
The Lind Partners manages institutional funds that are leaders
in providing growth capital to small- and mid-cap companies
publicly traded in the US, Canada, Australia and the UK. Lind’s
multi-strategy funds make direct investments ranging from US$1 to
US$30 million, invest in syndicated equity placements and
selectively buy on market. Having completed more than 200 direct
investments totaling over US$2 billion in transaction value, Lind’s
funds have been flexible and supportive capital partners to
investee companies since 2011. For more on Lind, please visit
www.thelindpartners.com.
Safe Harbor Statement
This release contains statements that constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These statements appear in a number of places in this
release and include all statements that are not statements of
historical fact regarding the intent, belief or current
expectations of Know Labs, Inc., its directors or its officers with
respect to, among other things: (i) financing plans; (ii) trends
affecting its financial condition or results of operations; (iii)
growth strategy and operating strategy; and (iv) development and
performance of products. You can identify these statements by the
use of the words “may,” “will,” “could,” “should,” “would,”
“plans,” “expects,” “anticipates,” “continue,” “estimate,”
“project,” “intend,” “likely,” “forecast,” “probable,” “potential,”
and similar expressions and variations thereof are intended to
identify forward-looking statements. Investors are cautioned that
any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, many of which are
beyond Know Labs, Inc.’s ability to control, and actual results may
differ materially from those projected in the forward-looking
statements as a result of various factors. These risks and
uncertainties also include such additional risk factors as are
discussed in the Company’s filings with the U.S. Securities and
Exchange Commission, including its Annual Report on Form 10-K for
the fiscal year ended September 30, 2023, Forms 10-Q and 8-K, and
in other filings we make with the Securities and Exchange
Commission from time to time. These documents are available on the
SEC Filings section of the Investor Relations section of our
website at www.knowlabs.co. The Company cautions readers not to
place undue reliance upon any such forward-looking statements,
which speak only as of the date made. The Company undertakes no
obligation to update any forward-looking statement to reflect
events or circumstances after the date on which such statement is
made.
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For Know Labs Media Inquiries: Matter Health Abby Mayo
Knowlabs@matternow.com Ph. (617) 272-0592 Know Labs, Inc. Contact:
Jordyn Hujar jordyn@knowlabs.co Ph. (206) 629-6414
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