Erickson Ronald P Form 4 KNOW LABS / RONALD P ERICKSON ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ERICKSON RONALD P

(Last) (First) (Middle)

500 UNION STREET

SUITE 810

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KNOW LABS, INC. [ KNW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
CEO / Chairman

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								1,488,085	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Debenture(1)	$0.25(3)							01/31/2018	09/30/2024	Common Stock	2,079,332		2,079,332	I	.(4)
Convertible Debenture(2)	$0.25(3)							01/31/2018	09/30/2024	Common Stock	2,656,932		2,656,932	I	.(4)
Warrant to Purchase Common Stock	$0.25(3)							01/31/2018	01/31/2026	Common Stock	855,000		855,000	D
Warrant to Purchase Common Stock	$0.25(3)							01/31/2018	01/31/2026	Common Stock	1,039,666		1,039,666	I	.(4)
Option to Purchase Common Stock(5)	$1.1							11/04/2019(5)	11/04/2024	Common Stock	1,200,000		1,200,000(5)	D
Warrant to Purchase Common Stock(6)	$1.53							12/15/2020(6)	12/15/2025	Common Stock	2,000,000		2,000,000(6)	D
Option to Purchase Common Stock(6)	$1.53							12/15/2020(6)	12/15/2025	Common Stock	3,731,350		3,731,350(6)	D
Option to Purchase Common Stock	$2.09							12/16/2021(7)	12/16/2026	Common Stock	1,000,000		1,000,000	D
Option to Purchase Common Stock	$1.41							12/14/2022(7)	12/14/2027	Common Stock	1,000,000		1,000,000	D
Option to Purchase Common Stock	$0.25							10/10/2023(7)	10/10/2028	Common Stock	4,640,844		4,640,844	D

Explanation of Responses:

1. Convertible Debenture for $519,833 that is convertible at $0.25 per share by 09/30/2024.

2. Convertible Debenture for $669,223 that is convertible at $0.25 per share by 09/30/2024.

3. Price subject to adjustment.

4. Held by J3E2A2Z Limited Partnership, an entity affiliated with Ronald P. Erickson.

5. Option shares vested upon the Company's successful listing of its Common Stock on Nasdaq or the New York Stock Exchange (including the NYSE American Market).

6. Milestone-based Option shares vest upon the Company's successful milestone achievements set forth in two Stock Option Agreements dated 12/15/2020.

7. Options vest quarterly over four years. Immediate vesting upon the occurrence of a Change-in-Control.

Remarks:

This Form 4 is filed to indicate an extension of the expiration dates for the two line items in Table II above titled Warrant to Purchase Common Stock with dates exerciseable 01/31/2018, per the Warrant Extension Agreement dated 01/30/2024. The Warrant exercise term is amended such that the term of the warrant will be extended for an additional two (2) year period, and the Warrants shall now expire on 01/31/2026.

	/s/ Ronald P. Erickson	05/31/2024
	** Signature of Reporting Person	Date
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