Form: 4/A

Statement of changes in beneficial ownership of securities

October 18, 2023

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
10/10/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
10/11/2023 		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 01/30/2024 Common Stock 855,000 855,000 D
Warrant to Purchase Common Stock $0.25(3) 01/31/2018 01/30/2024 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 A 4,640,844 10/10/2023(7) 10/10/2028 Common Stock 4,640,844 $0 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 Amendment No. 2 is filed to correctly include holding of the first two line items of Convertible Debenture in Table II above, and ownership form of holdings in Table I above.
/s/ Ronald P. Erickson 10/17/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.