USBC INC：2024年度报告

FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended:September 30, 2024 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission File No.001-37479 KNOW LABS, INC. (Exact name of registrant as specified in its charter) Nevada90-0273142(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 619 Western Avenue, Suite 610Seattle, Washington 98104(Address of principal executive offices) 98104(Zip Code) (206) 903-1351(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $0.001 pershare NYSE American LLC Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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, a smallerreporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting 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 forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of March 29, 2024 (the last business day of our most recently completed second fiscal quarter), based upon the last reported tradeon that date, the aggregate market value of the voting and non-voting common equity held by non-affiliateswas $49,096,582. As of November 14, 2024, there were a total of 108,097,936 shares of the registrant’s common stock issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Know Labs, Inc. Annual Report on Form 10-KYear Ended September 30, 2024 TABLE OF CONTENTS Item 1.Business.4Item 1A.Risk Factors.17Item 1B.Unresolved Staff Comments.35Item 1C.Cybersecurity.35Item 2.Properties.36Item 3.Legal Proceedings.36 PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.37Item 6.Reserved.43Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.43Item 7A.Quantitative and Qualitative Disclosures About Market Risk.48Item 8.Financial Statements and Supplementary Data.48Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.48Item 9A.Controls and Procedures.49Item 9B.Other Information.49Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.49PART IIIItem 10.Directors, Executive Officers and Corporate Governance.50Item 11.Executive Compensation.56Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.63Item 13.Certain Relationships and Related Tra