SCHEDULE: KNOW LABS: Kidd & Goldeneye Secure 93.1% Control

Robert Gregory Kidd and Goldeneye 1995 LLC have acquired a controlling 93.1% stake in Know Labs, Inc. through a private placement.

Summary

• Robert Gregory Kidd and Goldeneye 1995 LLC (the "Reporting Persons") have acquired 357,815,000 shares of Know Labs, Inc. common stock.
• This acquisition represents approximately 93.1% of the Issuer's outstanding common stock, based on 384,234,130 shares reported as issued and outstanding.
• The shares were acquired through a private placement at a purchase price of $0.335 per share.
• The total consideration for the shares was 1,000 Bitcoin and $15 million in cash.
• Robert Gregory Kidd has been appointed Chief Executive Officer, President, and Chairman of Know Labs, Inc.
• Linda Jenkinson has been appointed Vice Chair of the Board.
• The Reporting Persons now have sole voting and dispositive power over the acquired shares.
• The composition of the full board of directors will be further assessed to align with the Issuer's new strategic direction.

Sentiment

Score: 7

Explanation: The sentiment is largely positive from the perspective of the new controlling parties, as they have successfully acquired a dominant stake and installed new leadership, enabling a clear strategic direction. For existing minority shareholders, the sentiment is neutral to negative due to significant dilution, loss of control, and potential future corporate actions that may not favor them.

Positives

• Know Labs, Inc. has secured significant capital through the private placement, receiving 1,000 Bitcoin and $15 million in cash.
• The company has a clear new leadership structure with Robert Gregory Kidd as CEO, President, and Chairman, and Linda Jenkinson as Vice Chair, both USBC founding team members.
• The substantial ownership stake by the Reporting Persons provides strong alignment and control for implementing a new strategic direction.

Negatives

• The acquisition of 93.1% of outstanding shares by a single entity and its principal significantly reduces the public float and control for existing minority shareholders.
• The new majority ownership could lead to corporate actions that may not be favorable to minority shareholders, such as delisting or changes in corporate structure without broad shareholder consensus.

Risks

• Robert Gregory Kidd and Goldeneye, as majority owners, may control the Issuer's business and influence corporate activities, including potential changes to the board, management, capitalization, or corporate structure.
• There is a risk that the class of securities could be delisted from a national securities exchange or cease to be authorized for quotation in an inter-dealer quotation system.
• The class of equity securities could become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.

Future Outlook

The Reporting Persons intend to control Know Labs, Inc.'s business and influence its corporate activities. They expect to discuss and make decisions regarding strategic direction, and may acquire additional shares, retain, or sell existing shares depending on market conditions and the Issuer's prospects. The board composition will be assessed to align with the new strategic direction.

Management Comments

• Robert Gregory Kidd, as Chief Executive Officer, President and Chairman of the Issuer, may be able to control the Issuer's business and influence the corporate activities of the Issuer, and expects in the future to discuss and make decisions in the ordinary course of his duties regarding plans or proposals.
• As the majority owners of shares of Common Stock, Mr. Kidd and Goldeneye may be able to control the Issuer's business and influence the corporate activities of the Issuer.

Industry Context

This filing indicates a significant change of control for Know Labs, Inc., moving it from a broadly held public company towards a privately controlled entity. Such a high concentration of ownership is unusual for a publicly traded company and suggests a fundamental shift in its operational and strategic approach, potentially enabling faster decision-making and a more focused long-term strategy without the immediate pressures of public market scrutiny.

Comparison to Industry Standards

• Direct comparison to industry operational or financial performance benchmarks is not applicable for this Schedule 13D filing, which primarily reports a change in beneficial ownership and control.
• The acquisition of a 93.1% stake by a single entity and its principal is an extremely high concentration of ownership, far exceeding typical institutional or insider holdings in most publicly traded companies, which usually range from 5% to 30% for significant control.
• This level of ownership effectively grants the Reporting Persons near-absolute control, similar to a private company, which is a significant deviation from standard public company governance models where a broader shareholder base typically exerts influence.

Management Changes

Corporate Governance

Related Party Transactions

• Robert Gregory Kidd, as the sole owner and manager of Goldeneye 1995 LLC, exercises voting and dispositive power over all securities of the Issuer held by Goldeneye. Mr. Kidd is also the newly appointed Chief Executive Officer, President, and Chairman of Know Labs, Inc., making the private placement transaction between Goldeneye and Know Labs, Inc. a related-party transaction.

Stakeholder Impact

• Shareholders: Existing minority shareholders face significant dilution and a near-complete loss of control and influence over the company's direction due to the 93.1% ownership by the Reporting Persons. This could lead to potential delisting or other corporate actions that may not be favorable to them.
• Management/Employees: New leadership has been appointed (CEO, President, Chairman, Vice Chair), indicating potential changes in management structure and strategic priorities. This could lead to shifts in company culture and operations.

Next Steps

• The full board of directors' composition will be further assessed to ensure alignment with the Issuer's new strategic direction.
• The Reporting Persons may, from time to time, acquire additional shares or sell existing shares based on various factors including price levels, market conditions, and the Issuer's prospects.

Key Dates

Recommendation

For minority shareholders, this filing indicates a near-complete loss of control and influence, as Robert Gregory Kidd and Goldeneye 1995 LLC now own 93.1% of the company. This level of ownership makes the company effectively private, and the new majority can undertake corporate actions (e.g., delisting, reverse stock splits, or other transactions) that may not prioritize minority shareholder interests or liquidity. The risk of delisting or termination of registration is explicitly mentioned as a potential outcome. Therefore, a 'strong sell' is recommended for existing minority shareholders seeking liquidity or avoiding potential adverse corporate actions.

Keywords

Know Labs, KNOW, Robert Gregory Kidd, Goldeneye 1995 LLC, Schedule 13D, Private Placement, Majority Stake, Change of Control, Corporate Governance, CEO Appointment, Bitcoin Investment, Share Acquisition