knwn_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT

For the transition period from _______ to ________

Commission File number 000-30262

KNOW LABS, INC.

(Exact name of registrant as specified in charter)

Nevada		90-0273142
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

619 Western Avenue, Suite 610 Seattle, Washington 98104		98104
(Address of principal executive offices)		(Zip Code)

206-903-1351

(Registrant's telephone number, including area code)

619 Western Avenue, Suite 610, Seattle, Washington USA

(Former name, address, and fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		KNW		NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock, $0.001 par value, issued and outstanding as of August 5, 2025: 7,497,948 shares.

DOCUMENTS INCORPORATED BY REFERENCE: None.

TABLE OF CONTENTS

		Page Number

PART I	FINANCIAL INFORMATION

ITEM 1	Financial Statements (Unaudited)	3

	Consolidated Balance Sheets as of June 30, 2025 and September 30, 2024	3

	Consolidated Statements of Operations for the three and nine months ended June 30, 2025 and 2024	4

	Consolidated Statements of Changes in Stockholders’ Deficit	5

	Consolidated Statements of Cash Flows for the nine months ended June 30, 2025 and 2024	6

	Notes to the Financial Statements	7

ITEM 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	21

ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	31

ITEM 4	Controls and Procedures	31

PART II	OTHER INFORMATION	32

ITEM 1A.	Risk Factors	32

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	34

ITEM 3	Defaults upon Senior Securities	34

ITEM 4	Other Information	34

ITEM 6	Exhibits	35

	SIGNATURES	36

Table of Contents

ITEM 1. FINANCIAL STATEMENTS

KNOW LABS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

Unaudited

	June 30, 2025			September 30, 2024 (1)
ASSETS	Unaudited

CURRENT ASSETS:
Cash and cash equivalents	$	172,503		$	3,110,755
Total current assets		172,503			3,110,755

PROPERTY AND EQUIPMENT, NET		42,588			66,796

OTHER ASSETS
Other assets		24,174			149,174
Operating lease right-of-use asset		253,302			337,703

TOTAL ASSETS	$	492,567		$	3,664,428

LIABILITIES AND STOCKHOLDERS DEFICIT

CURRENT LIABILITIES:
Accounts payable - trade	$	890,020		$	552,680
Accrued expenses		385,745			101,582
Accrued expenses - related parties		130,607			84,573
Current portion of convertible notes payable, net		1,993,851			2,855,058
Current portion of convertible notes payable - related parties		1,603,828			1,460,926
Current portion of operating lease right-of-use liability		127,971			108,560
Total current liabilities		5,132,022			5,163,379

NON-CURRENT LIABILITIES:
Operating lease liability, net of current portion		152,744			249,728
Non-current portion of convertible notes payable, net		-			407,522
Total liabilities		5,284,766			5,820,629

COMMITMENTS AND CONTINGENCIES (Note 11)

STOCKHOLDERS DEFICIT
Preferred stock - $0.001 par value, 5,000,000 shares authorized, Series C, D and H shares
issued and outstanding as follows:
Series C Convertible Preferred stock $0.001 par value, 30,000 shares authorized,
17,858 shares issued and outstanding at 6/30/2025 and 9/30/2024, respectively		1,790			1,790
Series D Convertible Preferred stock $0.001 par value, 20,000 shares authorized,
10,161 shares issued and outstanding at 6/30/2025 and 9/30/2024, respectively		1,015			1,015
Series H Convertible Preferred stock $0.001 par value, 30,000 shares authorized,
16,916 shares issued and outstanding at 6/30/2025 and 9/30/2024, respectively		1,184,066			-
Common stock - $0.001 par value, 7,500,000 shares authorized, 7,497,948 and
2,702,444 shares issued and outstanding at 6/30/2025 and 9/30/2024, respectively (2)		117,058			108,021
Additional paid in capital		144,627,274			136,468,855
Accumulated deficit		(150,723,402	)		(138,735,882	)
Total stockholders' deficit		(4,792,199	)		(2,156,201	)

TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT	$	492,567		$	3,664,428

(1)	Derived from the audited consolidated balance sheet.
(2)	Information pertaining to the number of shares outstanding gives retroactive effect to a 1 for 40 reverse stock split that became effective on February 19, 2025.

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

KNOW LABS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

	Three Months Ended,						Nine Months Ended,
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
	Unaudited			Unaudited			Unaudited			Unaudited
OPERATING EXPENSES-
RESEARCH AND DEVELOPMENT EXPENSES	$	238,612		$	1,348,985		$	1,458,921		$	5,010,618
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		1,015,733			2,486,846			4,770,181			7,025,503
Total operating expenses		1,254,345			3,835,831			6,229,102			12,036,121
OPERATING LOSS		(1,254,345	)		(3,835,831	)		(6,229,102	)		(12,036,121	)

OTHER INCOME (EXPENSE), NET
Interest income		1,409			30,619			17,764			126,872
Interest expense		(275,665	)		(298,248	)		(2,833,509	)		(1,038,499	)
Loss on debt settlements		-			-			(728,298	)		-
Total other expense, net		(274,256	)		(267,629	)		(3,544,043	)		(911,627	)

LOSS BEFORE INCOME TAXES		(1,528,601	)		(4,103,460	)		(9,773,145	)		(12,947,748	)

Income tax expense		-			-			-			-

NET LOSS		(1,528,601	)		(4,103,460	)		(9,773,145	)		(12,947,748	)

Deemed dividends on Series C, D and H Preferred Stock		(2,158,161	)		(100,045	)		(2,214,375	)		(262,283	)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(3,686,762	)	$	(4,203,505	)	$	(11,987,520	)	$	(13,210,031	)

Basic and diluted loss per share	$	(0.55	)	$	(2.02	)	$	(2.92	)	$	(6.42	)

Weighted average shares of common stock outstanding- basic and diluted (1)		6,716,252			2,075,972			4,111,922			2,057,873

(1)	Information pertaining to the number of shares outstanding and per share data gives retroactive effect to a 1 for 40 reverse stock split that became effective on February 19, 2025.

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

KNOW LABS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY

Unaudited

Series C Convertible

Preferred Stock

Series D Convertible

Preferred Stock

Series H Convertible

Preferred Stock

Common Stock

Additional

Paid in

Accumulated

Total

Stockholders'

Equity/

Shares

Share

SEC Form 10-Q filed by Know Labs Inc.