USBC, Inc.
For the period ended Mar 31, 2025. Filed May 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 14, 2025
USBC$0.37+2.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-12-31; filed 2025-02-14.
0001654954-25-001575
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-14.
0001654954-25-005607
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 120 previous paragraphs and 142 current paragraphs.
94 unchanged; 24 reworded; 19 added; 2 removed; 0 previous and 5 current paragraphs rearranged.
Tables are not compared: 7 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (19)
Current report
While lack of access to capital has hindered our ability to continue with human testing, we have continued to explore the capacity of our sensor technology to perform detailed non-invasive analytics in areas of importance in both medical diagnostics and industrial applications. Recently we concluded detailed laboratory work where our sensor non-invasively determined minute differences in pH levels through PVC pipe with no direct contact with the analyte.
Current report
That work was recently published in the peer reviewed study entitledContactless Detection of pH Change in a Liquid Analyte.
Current report
In that study, published in Sensors journal, we describe an experiment in which we employ our radiofrequency sensor to measure pH changes in a liquid solution. The experiment is novel in a few ways. First, the sensor does not have contact with the liquid but rather detects the change from the outside of a PVC pipe. Second, the change is detected using a Linear Discriminant Analysis model using values from an inverse Fourier transform of the frequency data as its features. We believe this to be the first use of Fourier analysis in contactless pH measurement using radio frequencies.
Current report
Accurate and reliable measurement of pH levels is vital across a broad range of applications, including industrial processes, agricultural and environmental monitoring, and biomedical diagnostics. Conventional methods, such as optical and electrode-based pH meters, are widely used due to their demonstrated accuracy and ease of use. However, these methods have limitations, primarily stemming from the need for direct contact with the analyte.
Current report
We may, although we cannot guarantee that we will, create other such subsidiaries over time. Additionally, we may license our intellectual property to third parties so that they may pursue activities that are not a part of our core focus.
Current report
We issued a press releases on January 21, 2025 and on February 6, 2025 relating to the announcement of and the creation of the Know Labs Technology Licensing (KTL) program. KTL is a formalized approach for licensing the many diverse applications in numerous fields of use for our platform RF dialectic spectroscopy technology became operational on February 2, 2026.
Current report
On September 27, 2024, we received a notification from the NYSE American stating that our company is not in compliance with the minimum stockholders’ equity requirements of Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide (the “Company Guide”). On October 27, 2024, we submitted a plan (the “Plan”) of actions it has taken or will take to regain compliance with the continued listing standards by March 27, 2026. On December 10, 2024, we received notice from the NYSE American that it had accepted our plan to regain compliance with the NYSE American continued listing standards and granted a plan period through March 27, 2026.
Current report
On January 29, 2025, NYSE American publicly announced and provided a notice to the Company that the NYSE Regulation has suspended trading of, and determined to commence proceedings to delist, the Company’s common stock from NYSE American. NYSE Regulation has determined that the Company is no longer suitable for listing pursuant to Section 1003(f)(v) of the Company Guide due to the low selling price of the Common Stock.
Current report
On February 18, 2025, FINRA announced at reverse stock split a ratio of 1-for-40 (the “Reverse Stock Split”), which became effective February 19, 2025. The Reverse Stock Split was effected for the primary purpose of meeting the per share price requirements for our Common Stock in order to maintain the listing of our Common Stock on the NYSE American.
Current report
On February 28, 2025, the staff of NYSE Regulation withdrew its delisting determination and lifted the trading suspension of our common stock on the NYSE American. The NYSE Regulation staff determined that the Company's common stock was now trading above the threshold of low selling price as described in Section 1003(f)(v) of the Company Guide. The Know Labs common stock resumed trading on the NYSE American on March 5, 2025, under the symbol "KNW” and CUSIP “499238202.”
Current report
Notwithstanding the lifting of the trading suspension, we continue to remain subject to its previously disclosed plan to regain compliance with the NYSE American’s continued listing standards, which was accepted by the NYSE American on December 10, 2024. As noted in its press release on December 11, 2024, Know Labs has been granted a target completion date of March 27, 2026, to implement its plan and regain compliance with the NYSE American’s continued listing standards set forth in Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the Company Guide.
Current report
If we are not in compliance with the continued listing standards by March 27, 2026, or if it does not make progress consistent with the plan during the plan period, the NYSE American may again initiate delisting proceedings as appropriate. We intend to regain compliance with the NYSE American’s continued listings standards by such date; however, there is no assurance that Know Labs will be able to accomplish this.
Current report
The Financial Accounting Standards Board, or FASB, Accounting Standard Codification, or ASC, Topic 280, Segment Reporting, requires that an enterprise report selected information about reportable segments in its financial reports issued to its stockholders. Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Chief Executive Officer and Chief Financial Officer are the Company’s CODM. The CODM monitors the expense components of the various products and services we offer, but operations are managed and financial performance is evaluated on a corporation-wide basis in comparison to a business plan which is developed each year. Accordingly, all operations are considered by management to be one operating segment and one reportable segment as contained in the Consolidated Statements of Operations to the consolidated financial statements. The CODM uses consolidated net income (loss) as its required measure of segment profit/loss, as such measure is determined in accordance with the measurement principles most consistent with the consolidated financial statements.
Current report
Other Income (Expense), Net.** **Other expense, net for the three months ended March 31, 2025 was $1,371,000 as compared to other expense net of $672,000 for the three months ended March 31, 2024. The other expense, net for the three months ended March 31, 2025 included interest income of $3,000, offset by interest expense of $1,374,000. The increase in interest expense is related to the default fees on Lind convertible note.
Current report
The other expense, net for the three months ended March 31, 2024 included interest income of $45,000. Increase in interest expense is related to $595,000 interest expense related to extension of notes and warrants in February 2024.
Current report
Net Loss.** **Net loss for the three months ended March 31, 2025 was $3,579,000 as compared to $5,398,000 for the three months ended March 31, 2024. The net loss for the three months ended March 31, 2025 included non-cash expenses of $1,976,000. The non-cash items include (i) depreciation and amortization of $7,000; (ii) stock based compensation-stock options of $593,000; (iii) amortization of operating lease right-of-use asset of $27,000; (iv) interest expense for default of convertible notes $749,000; and (v) amortization of debt issuance costs of $600,000.
Current report
(dollars in thousands)
Current report
The other expense, net for the six months ended March 31, 2024 included interest income of $96,000, offset by interest expense of $740,000. The increase in interest expense is related to the extension of notes and warrants in February 2024.
Current report
The net loss for the six months ended March 31, 2024 included non-cash expenses of $2,462,000. The non-cash items include (i) depreciation and amortization of $38,000; (ii) stock based compensation- stock options of $1,316,000; (iii) issuance of common stock for services of $277,000; (iv) amortization of operating lease right-of-use asset of $136,000, (v) amortization of debt issuance costs of $100,000 and (vi) interest expense for extension of notes and warrants of $595,000.
Removed paragraphs (2)
Previous report
We consider the business to currently have one operating segment; the development of its radio frequency spectroscopy technology with a first focus on non-invasively ascertaining blood glucose levels.
Previous report
The other income, net for the three months ended December 31, 2023 included interest income of $51,000.
Reworded paragraphs (24)
Previous wording
While medical diagnostics applications, with blood glucose monitoring paramount, remain the focus of Know Labs, we believe that our proprietary radio frequency and microwave dielectric spectroscopy platform has broad applicability outside of the medical diagnostic realm. We have identified and intend to implement new core workstreams to leverage our intellectual property portfolio of over 300 active patent assets, to generate revenues through patent licensing of opportunities developed in a “Skunkworks” program. On January 21, 2025, we announced the launch of Know Labs Technology Licensing (KTL). KTL is dedicated to licensing Know Labs’ robust intellectual property (IP) portfolio to corporate partners, academic institutions and research organizations, fostering innovation and accelerating the adoption of RFDS platform technology across a broad range of industries and the academic and scientific ecosystem. On February 6, 2025, we announced the fully operational KTL program with the licensing partner roadmap set forth in detail on our website.
Current wording
On January 21, 2025, we announced the launch of Know Labs Technology Licensing (KTL). KTL is dedicated to licensing Know Labs’ robust intellectual property (IP) portfolio to corporate partners, academic institutions and research organizations, fostering innovation and accelerating the adoption of RFDS platform technology across a broad range of industries and the academic and scientific ecosystem. On February 6, 2025, we announced the fully operational KTL program with the licensing partner roadmap set forth in detail on our website.
Previous wording
Our technology provides a unique platform upon which we believe a myriad of applications can be developed. We believe that our radio frequency dielectric spectroscopy technology is an “enabling” technology that brings the science of electromagnetic energy to low-cost, real-world commercialization opportunities across multiple industries. Our technology is foundational, based upon “first principals of physics” and, as such, the basis upon which we believe significant businesses can be built. While we continue to pursue our work on a non-invasive continuous blood glucose monitor, we believe non-core clinical, non-clinical and medical research applications represent a multitude of opportunities for strategic collaboration, joint development, and licensing agreements with leading companies in their respective industries. Additionally, certain fields of use of our platform technology could provide the core element of a “spin-off” company. It is this belief, and our desire to generate near-term revenues for the company, along with numerous inquiries from third parties, that prompted the development of Know Labs Technology Licensing (KTL).
Current wording
Our technology provides a unique platform upon which we believe a myriad of applications can be developed. We believe that our radio frequency dielectric spectroscopy technology is an “enabling” technology that brings the science of electromagnetic energy to low-cost, real-world commercialization opportunities across multiple industries. Our technology is foundational, based upon “first principals of physics” and, as such, the basis upon which we believe significant businesses can be built. While we continue to pursue our work on a non-invasive continuous blood glucose monitor, we believe non-core clinical, non-clinical and medical research applications represent a multitude of opportunities for strategic collaboration, joint development, and licensing agreements with leading companies in their respective industries. Additionally, certain fields of use of our platform technology could provide the core element of a “spin-off” company. It is this belief, and our desire to generate near-term revenues for us, along with numerous inquiries from third parties, that prompted the development of Know Labs Technology Licensing (KTL).
Previous wording
Results of a proof-of-principle study titled, “Detecting Unique Analyte-Specific Radio Frequency Spectral Responses in Liquid Solutions, Implications for Non-Invasive Physiologic Monitoring.” This study was conducted in collaboration with Mayo Clinic, sponsored by our company, and its results were presented at the 2023 American Physiological Society (APS) Summit. The study demonstrated the accuracy of the sensor in quantifying three different analytes in vitro. In the peer-reviewed publication, it was found Bio-RFID achieved 100% accuracy in quantifying these three different analytes in vitro. The study was peer-reviewed by Sensors Journal and American Physiology Society.
Current wording
Results of a proof-of-principle study titled, “Detecting Unique Analyte-Specific Radio Frequency Spectral Responses in Liquid Solutions, Implications for Non-Invasive Physiologic Monitoring.” This study was conducted in collaboration with Mayo Clinic, sponsored by us, and its results were presented at the 2023 American Physiological Society (APS) Summit. The study demonstrated the accuracy of the sensor in quantifying three different analytes in vitro. In the peer-reviewed publication, it was found Bio-RFID achieved 100% accuracy in quantifying these three different analytes in vitro. The study was peer-reviewed by Sensors Journal and American Physiology Society.
Previous wording
While we continue to refine our device, our algorithms and our testing, it has become increasingly evident that the cost associated with obtaining FDA approval of our non-invasive blood glucose monitoring technology is prohibitive for a small company. Our robust technology, strong intellectual property foundation, and early peer reviewed results make us a promising candidate for a partnership with any number of large global companies in the pharmaceutical, medical device and big data arena as we continue our work toward FDA approval. The same holds true for licensing partners in the diverse fields of use the KTL initiative is responsive to.
Current wording
While we continue to refine our device, our algorithms and our testing, it has become increasingly evident that the cost associated with obtaining FDA approval of our non-invasive blood glucose monitoring technology is prohibitive for a small company. Our robust technology, strong intellectual property foundation, and early peer reviewed results make us a promising candidate for a partnership with any number of large global companies in the pharmaceutical, medical device and big data arena as we continue our work toward FDA approval. The same holds true for licensing partners in the diverse fields of use the KTL initiative is responsive to. Additionally, we will also partner with academic institutions advancing the state of medical diagnostics.
Previous wording
We are focused on a two-tiered product strategy. Our core emphasis remains on the application of our non-invasive platform technology to medical diagnostics with a first focus on blood glucose monitoring. In order to drive real-time revenues from our platform technology we are also focused on the recently announced Know Labs Technology Licensing (KTL) initiative.
Current wording
We are focused on a two-tiered product strategy. Our core emphasis remains on the application of our non-invasive platform technology to medical diagnostics with a first focus on blood glucose monitoring. In order to drive real-time revenues from our platform technology we are also focused on the recently announced Know Labs Technology Licensing (KTL) initiative and applications that have a more rapid path to the marketplace.
Previous wording
A platform sensor technology strategy involves developing sensor solutions that can be integrated across multiple applications and industries. The best growth strategy depends on market positioning, differentiation, and scalability. We intend to expand into high growth opportunities with an aggressive out-bound sales and marketing effort assisted by the many relationships that have been historically developed with its myriad shareholders and stakeholders. These high growth areas include first and foremost, healthcare and medical diagnostics. Other target markets are automotive, industrial, agriculture and food safety. There are a number of applications relating to authentication flowing from the “watermark” capacity of our proprietary RF dialectic spectroscopy scans.
Current wording
Aplatform sensor technology strategy involves developing sensor solutions that can be integrated across multiple applications and industries. The best growth strategy depends on market positioning, differentiation, and scalability. The company intends to expand into high growth opportunities with an aggressive out-bound sales and marketing effort assisted by the many relationships that have been historically developed with its myriad shareholders and stakeholders. These high growth areas include first and foremost, healthcare and medical diagnostics. Other target markets are automotive, industrial, agriculture and food safety. There are a number of applications relating to authentication flowing from the “watermark” capacity of the company’s proprietary RF dialectic spectroscopy scans.
Previous wording
Our current research and development efforts are primarily focused on improving our radio frequency dielectric spectroscopy technology for the monitoring of blood glucose. As part of this effort, we continuously perform clinical testing of our devices, and we conduct on-going laboratory testing to ensure that application methods are compatible with the end-user and regulatory requirements, and that they can be implemented in a cost-effective manner. Over time, we plan to focus on extending the capacity of our sensor technology to identify new analytes and applications. Our current internal team along with outside consultants have considerable experience working with the application of our technologies. We engage third party experts as required to supplement our internal team. We incurred expenses of approximately $802,000 and $1,487,000 for the three months ended December 31, 2024 and 2023, respectively, on development activities.
Current wording
Our current research and development efforts are primarily focused on improving our radio frequency dielectric spectroscopy technology for the monitoring of blood glucose. As part of this effort, we continuously perform clinical testing of our devices, and we conduct on-going laboratory testing to ensure that application methods are compatible with the end-user and regulatory requirements, and that they can be implemented in a cost-effective manner. Over time, we plan to focus on extending the capacity of our sensor technology to identify new analytes and applications. Our current internal team along with outside consultants have considerable experience working with the application of our technologies. We engage third party experts as required to supplement our internal team. We incurred expenses of approximately $418,000 and $2,175,000 for the three months ended March 31, 2025 and 2024, respectively, on development activities. We incurred expenses of approximately $1,220,000 and $3,661,000 for the six months ended March 31, 2025 and 2024, respectively, on development activities.
Previous wording
The cornerstone of our foundational platform technology is our intellectual property portfolio. We have pursued an active intellectual property strategy which includes focus on patents where appropriate and a diligent protection of trade secrets. To date, we have been granted 80 patents. We currently have a number of patents pending and continue, on a regular basis, with the filing of new patents. Including pending and in process patents, our IP portfolio reaches318 patents issued and pending, which positions us as the top worldwide IP holder in non-invasive blood glucose monitoring, according to ipCapital Group, a leading IP and innovation consulting firm. We possess all rights, title and interest to all issued, pending and in process patents.
Current wording
The cornerstone of our foundational platform technology is our intellectual property portfolio. We have pursued an active intellectual property strategy which includes focus on patents where appropriate and a diligent protection of trade secrets. To date, we have been granted 43 patents. We currently have a number of patents pending and continue, on a regular basis, with the filing of new patents. Including pending and in process patents, our IP portfolio reaches 158 patents issued and pending, which positions us as the top worldwide IP holder in non-invasive blood glucose monitoring, according to ipCapital Group, a leading IP and innovation consulting firm. We possess all rights, title and interest to all issued, pending and in process patents.
Previous wording
As of December 31, 2024, we had seven full-time and part-time employees. Our senior management and other personnel are co-located in our Seattle, Washington offices and remote. We expanded our utilization of consulting firms and individual contractors to supplement our reduced workforce in an effort to reduce fixed expenses and extend operating resources.
Current wording
As of March 31, 2025, we had six full-time and part-time employees. Our senior management and other personnel are co-located in our Seattle, Washington offices and remote. We expanded our utilization of consulting firms and individual contractors to supplement our reduced workforce in an effort to reduce fixed expenses and extend operating resources.
Previous wording
On December 12, 2024, the we entered into subscription agreements with certain investors (for a registered direct offering of 1,250,000 units consisting of one share of our common stock, and one warrant to purchase one share of Common Stock at an exercise price equal to $0.24 per share of Common Stock at an offering price of $0.24 per Unit, for an aggregate purchase price of $300,000. The aggregate gross proceeds to the company from the Offering was approximately $300,000, before deducting fees payable to the placement agent and advisors and other estimated offering expenses payable by us, and excluding the proceeds from any exercise of the Warrants.
Current wording
On December 12, 2024 we entered into subscription agreements with certain investors (for a registered direct offering of 31,250 units consisting of one share of our common stock, and one warrant to purchase one share of Common Stock at an exercise price equal to $9.60 per share of Common Stock at an offering price of $9.60 per Unit, for an aggregate purchase price of $300,000. The aggregate gross proceeds to the company from the Offering was approximately $300,000, before deducting fees payable to the placement agent and advisors and other estimated offering expenses payable by the Company, and excluding the proceeds from any exercise of the Warrants.
Previous wording
The offer and sale of the Shares will be made pursuant to our effective shelf registration statement on Form S-3 (File No. 333-276246) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (“SEC”) on December 22, 2023 and declared effective by the SEC on January 11, 2024, as supplemented by a prospectus supplement dated December 31, 2024 and filed with the SEC pursuant to Rule 424(b) (the “Prospectus Supplement”) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Prospectus Supplement, the we may offer and sell up to a maximum of $5,000,000 of Shares under the Sales Agreement.
Current wording
The offer and sale of the Shares will be made pursuant to our effective shelf registration statement on Form S-3 (File No. 333-276246) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (“SEC”) on December 22, 2023 and declared effective by the SEC on January 11, 2024, as supplemented by a prospectus supplement dated December 31, 2024 and filed with the SEC pursuant to Rule 424(b) (the “Prospectus Supplement”) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Prospectus Supplement, we may offer and sell up to a maximum of $5,000,000 of Shares under the Sales Agreement. We issued 379,451 shares and received proceeds of $510,705 during the six months ended March 31, 2025.
Previous wording
Research and Development Expenses. Research and development expenses for the three months ended December 31, 2024 decreased $685,000 to $802,000 as compared to $1,487,000 for the three months ended December 31, 2023. The decrease was due to reduced personnel, use of consultant, expenditures related to the development of our radio frequency spectroscopy Bio-RFID™ technology. During the three months ended December 31, 2024, we reduced our headcount by four and operating expenses and used external consultants to reduce the future cost of the development of our Bio-RFID™ technology.
Current wording
Research and Development Expenses.** **Research and development expenses for the three months ended March 31, 2025 decreased $1,757,000 to $418,000 as compared to $2,175,000 for the three months ended March 31, 2024. The decrease was due to reduced personnel, use of consultant, expenditures related to the development of our radio frequency spectroscopy Bio-RFID™ technology. We reduced our headcount by four and reduced the use of external consultants to reduce the future cost of the development of our Bio-RFID™ technology. During the three months ended March 31, 2024, we developed generation 3.
Previous wording
Selling, General and Administrative Expenses. Selling, general and administrative expenses for the three months ended December 31, 2024 decreased $46,000 to $1,965,000 as compared to $2,011,000 for the three months ended December 31, 2023. The decrease was due to lower insurance and other expenses. As part of the selling, general and administrative expenses for the three months ended December 31, 2024 and 2023, we recorded $232,000 and $119,000, respectively, of investor relationship and business development expenses.
Current wording
Selling, General and Administrative Expenses.** **Selling, general and administrative expenses for the three months ended March 31, 2025 decreased $761,000 to $1,790,000 as compared to $2,551,000 for the three months ended March 31, 2024. The decrease was due to reduced stock based compensation, salaries and other expenses. As part of the selling, general and administrative expenses for the three months ended March 31, 2025 and 2024, we recorded $115,000 and $109,000, respectively, of investor relationship and business development expenses.
Previous wording
The net loss for the three months ended December 31, 2023 included non-cash expenses of $792,000. The non-cash items include (i) depreciation and amortization of $19,000; (ii) stock based compensation- stock options of $699,000; (iii) issuance of common stock for services of $26,000; and (iv) amortization of operating lease right-of-use asset of $48,000.
Current wording
The net loss for the three months ended March 31, 2024 included non-cash expenses of $976,000. The non-cash items include (i) depreciation and amortization of $20,000; (ii) stock based compensation- stock options of $617,000; (iii) issuance of common stock for services of $251,000; and (iv) amortization of operating lease right-of-use asset of $88,000.
Previous wording
Other Income (Expense), Net. Other expense, net for the three months ended December 31, 2024 was $1,899,000 as compared to other income net of $51,000 for the three months ended December 31, 2023. The other expense, net for the years ended September 30, 2024 included interest income of $14,000, offset by interest expense of $1,184,000 and the loss on debt extinguishment of $729,000. The increase in interest expense is related to the extension and repricing of notes and warrants and amortization of issuance costs related to the Lind convertible note.
Current wording
Other Income (Expense), Net.** **Other expense, net for the six months ended March 31, 2025 was $3,270,000 as compared to other expense net of $644,000 for the six months ended March 31, 2024. The other expense, net for the six months ended March 31, 2025 included interest income of $16,000, offset by interest expense of $2,557,000 and the loss on debt extinguishment of $729,000. The increase in interest expense is related to the extension and repricing of notes and warrants, default fees on Lind convertible note and amortization of issuance costs related to the Lind convertible note.
Previous wording
Net Loss. Net loss for the three months ended December 31, 2024 was $4,666,000 as compared to $3,447,000 for the three months ended December 31, 2023. The net loss for the three months ended December 31, 2024 included non-cash expenses of $2,452,000. The non-cash items include (i) depreciation and amortization of $10,000; (ii) stock based compensation-stock options of $551,000; (iii) amortization of operating lease right-of-use asset of $29,000; (iv) loss on debt extinguishment of $728,000; (v) interest expense for repricing of warrants $234,000; (vi) interest expense for repricing of warrants of $513,000; and (vii) amortization of debt issuance costs of $386,000.
Current wording
Net Loss.** **Net loss for the six months ended March 31, 2025 was $8,245,000 as compared to $8,844,000 for the six months ended March 31, 2024. The net loss for the six months ended March 31, 2025 included non-cash expenses of $4,427,000. The non-cash items include (i) depreciation and amortization of $17,000; (ii) stock based compensation-stock options of $1,144,000; (iii) amortization of operating lease right-of-use asset of $56,000; (iv) loss on debt extinguishment of $728,000; (v) interest expense for default of convertible notes of $749,000; (vi) interest expense for repricing of warrants $234,000; (vii) interest expense for extension of warrants of $513,000; and (viii) amortization of debt issuance costs of $986,000.
Previous wording
As of December 31, 2024, we have cash and cash equivalents of $1,032,000 and a net working capital deficit of approximately $4,167,000. We anticipate that we will record losses from operations for the foreseeable future. We believe that we have enough available cash to operate until April 30, 2025. As of December 31, 2024, our accumulated deficit was $143,434,000 and net losses in the amount of $4,666,000, $16,582,000 and $15,289,000 during three months ended December 31, 2024 and the years ended September 30, 2024 and 2023, respectively.
Current wording
As of March 31, 2025, we have cash and cash equivalents of $444,000 and a net working capital deficit of approximately $6,190,000. We anticipate that we will record losses from operations for the foreseeable future. We believe that we have enough available cash to operate until June 30, 2025. As of March 31, 2025, our accumulated deficit was $147,037,000 and net losses in the amount of $8,245,000, $16,582,000 and $15,289,000 during the six months ended March 31, 2025 and the years ended September 30, 2024 and 2023, respectively.
Previous wording
On December 12, 2024, we entered into subscription agreements with certain investors (for a registered direct offering of 1,250,000 units consisting of one share of our common stock, and one warrant to purchase one share of Common Stock at an exercise price equal to $0.24 per share of Common Stock at an offering price of $0.24 per Unit, for an aggregate purchase price of $300,000. The aggregate gross proceeds to the company from the Offering was approximately $300,000, before deducting fees payable to the placement agent and advisors and other estimated offering expenses payable by us, and excluding the proceeds from any exercise of the Warrants.
Current wording
On December 12, 2024, the we entered into subscription agreements with certain investors (for a registered direct offering of 31,250 units consisting of one share of our common stock, and one warrant to purchase one share of Common Stock at an exercise price equal to $9.60 per share of Common Stock at an offering price of $9.60 per Unit, for an aggregate purchase price of $300,000. The aggregate gross proceeds to us from the Offering was approximately $300,000, before deducting fees payable to the placement agent and advisors and other estimated offering expenses payable by us, and excluding the proceeds from any exercise of the Warrants.
Previous wording
Net cash used in operating activities for the three months ended December 31, 2024 and 2023 was $1,898,000 and $3,393,000, respectively. The net cash used in operating activities for the three months ended December 31, 2024 was primarily related to (i) a net loss of $4,666,000; offset by (ii) working capital changes of $316,000; and (iii) non-cash expenses of $2,452,000. The non-cash items include (iv) depreciation and amortization of $10,000; (v) stock based compensation-stock options of $551,000; (vi) amortization of operating lease right-of-use asset of $29,000; (vii) loss on debt extinguishment of $728,000; (viii) interest expense for repricing of warrants $234,000; (ix) interest expense for repricing of warrants of $513,000; and (x) amortization of debt issuance costs of $386,000.
Current wording
Net cash used in operating activities for the six months ended March 31, 2025 and 2024 was $3,198,000 and $7,048,000, respectively. The net cash used in operating activities for the six months ended March 31, 2025 was primarily related to (i) a net loss of $8,245,000; offset by (ii) working capital changes of $620,000; and (iii) non-cash expenses of $4,427,000. The non-cash items include (iv) depreciation and amortization of $17,000; (v) stock based compensation-stock options of $1,144,000; (vi) amortization of operating lease right-of-use asset of $56,000; (vii) loss on debt extinguishment of $728,000; (viii) interest expense for default of convertible notes of $749,000; (ix) interest expense for repricing of warrants $234,000; (x) interest expense for extension of warrants of $513,000; and (xi) amortization of debt issuance costs of $986,000.
Previous wording
The net cash used in operating activities for the three months ended December 31, 2023 was primarily related to (i) a net loss of $3,447,000; (ii) working capital changes of $738,000; and offset by (iii) non-cash expenses of $792,000. The non-cash items include (iv) depreciation and amortization of $19,000; (v) stock based compensation- stock options of $699,000; (vi) issuance of common stock for services of $26,000; and (vii) amortization of operating lease right-of-use asset of $48,000.
Current wording
The net cash used in operating activities for the six months ended March 31, 2024 was primarily related to (i) a net loss of $8,844,000; (ii) working capital changes of $666,000; and offset by (iii) non-cash expenses of $2,462,000. The non-cash items include (iv) depreciation and amortization of $38,000; (v) stock based compensation- stock options of $1,316,000; (vi) issuance of common stock for services of $277,000; (vii) amortization of operating lease right-of-use asset of $136,000; (viii) amortization of debt issuance costs of $100,000; and (ix) interest expense for extension of notes and warrants of $595,000.
Previous wording
Net cash used in investing activities for the three months ended December 31, 2024 and 2023 was $0 and $13,000, respectively. These amounts were primarily related to the investment in equipment for research and development.
Current wording
Net cash used in investing activities for the six months ended March 31, 2025 and 2024 was $0 and $13,000, respectively. These amounts were primarily related to the investment in equipment for research and development.
Previous wording
Net cash used in and provided by financing activities for the for the three months ended December 31, 2024 and 2023 was $180,000 and $203,000, respectively. The net cash used in activities for the three months ended December 31, 2024 was primarily related to (i) repayment of note payable of $480,000; offset by (ii) proceeds from the issuance of common stock, net of $300,000. The repayment of notes payable and equity offering were previously discussed.
Current wording
Net cash provided by financing activities for the for the six months ended March 31, 2025 and 2024 was $531,000 and $3,746,000, respectively. The net cash provided by financing activities for the six months ended March 31, 2025 was primarily related to (i) proceeds from the issuance of common stock, net of $300,000; (ii) proceeds from At The Market common stock offering of $511,000; (iii) proceeds from a debt offering of $200,000; and offset by (iv) repayment of note payable of $480,000. The equity and debt offerings and repayment of notes payable were previously discussed.
Previous wording
The net cash provided by financing activities for the three months ended December 31, 2023 was primarily related to issuance of common stock for a common stock offering, net of expenses of $203,000. On October 26, 2023, we closed an offering of our common stock pursuant to which we sold 883,061 shares of common stock, at a purchase price of $0.25 per share. After deducting underwriting commissions and other offering expenses, we received net proceeds of $203,105.
Current wording
Net cash provided by financing activities for the for the six months ended March 31, 2024 was $3,746,000. The net cash provided by financing activities for the six months ended March 31, 2024 was primarily related to the proceeds from debt offering of $3,806,000 less expenses of $262,000 and issuance of common stock for a common stock offering, net of expenses of $203,000. On February 27, 2024, we (a) entered into a securities purchase agreement with the selling stockholder pursuant to which we may issue to the selling stockholder one or more senior convertible notes in the aggregate principal amount of up $14,400,000 for an aggregate purchase price equal to up to $12,000,000 and common stock purchase warrants and (b) issued the Note and the Warrant to the selling stockholder in exchange for a purchase price of $4,000,000. On October 26, 2023, we closed an offering of our common stock pursuant to which we sold 22,077 shares of common stock, at a purchase price of $10.00 per share. After deducting underwriting commissions and other offering expenses, we received net proceeds of $203,000.
Previous wording
We have a money market account which is considered a Level 1 asset. The balance as of December 31, 2024 and September 30, 2024 was $856,000 and $2,942,000, respectively. No other assets or liabilities are required to be recorded at fair value on a recurring nature.
Current wording
We have a money market account which is considered a Level 1 asset. The balance as of March 31, 2025 and September 30, 2024 was $58,000 and $2,942,000, respectively. No other assets or liabilities are required to be recorded at fair value on a recurring nature.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
While medical diagnostics applications, with blood glucose monitoring paramount, remain the focus of Know Labs, we believe that our proprietary radio frequency and microwave dielectric spectroscopy platform has broad applicability outside of the medical diagnostic realm. We have identified and intend to implement new core workstreams to leverage our intellectual property portfolio of over 300 active patent assets, to generate revenues through patent licensing of opportunities developed in a “Skunkworks” program.
Current report — wording carried from elsewhere
The following table sets forth key components of our results of operations during the six months ended March 31, 2025 and 2024.
Current report — wording carried from elsewhere
Research and Development Expenses.** **Research and development expenses for the six months ended March 31, 2025 decreased $2,441,000 to $1,220,000 as compared to $3,661,000 for the six months ended March 31, 2024. We reduced our headcount by nine and reduced the use of external consultants to reduce the future cost of the development of our Bio-RFID™ technology. During the three months ended March 31, 2024, we developed generation 3.
Current report — wording carried from elsewhere
Selling, General and Administrative Expenses.** **Selling, general and administrative expenses for the six months ended March 31, 2025 decreased $784,000 to $3,755,000 as compared to $4,539,000 for the six months ended March 31, 2024. The decrease was due to reduced insurance, stock based compensation, salaries and other expenses. As part of the selling, general and administrative expenses for the six months ended March 31, 2025 and 2024, we recorded $347,000 and $189,000, respectively, of investor relationship and business development expenses.
Current report — wording carried from elsewhere
On December 31, 2024, we entered into a Capital on Demand Sales Agreement with JonesTrading Institutional Services LLC, as sales agent, pursuant to which we may, from time to time, offer and sell shares of its common stock, through or to JonesTrading as its sales agent or manager. We issued 379,451 shares and received proceeds of $510,705 during the six months ended March 31, 2025.