CORRESP: A correspondence can be sent as a document with another submission type or can be sent as a separate submission.
Published on September 19, 2019
Know
Labs, Inc.
September
19, 2019
Mr.
David Burton, Accounting Branch Chief
Securities
Exchange Commission
Division
of Corporation Finance
Office
of Electronics and Machinery
1100
F Street N.E.
Washington, D.C. 20549
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Re:
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Know Labs, Inc.
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Registration Statement on Form S-1
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Filed May 30, 2019, and
Response dated August 23, 2019
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File No. 333-231829
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Dear
Mr. Burton,
Reference
is made to the Staff’s comment letter dated August 23, 2019
(the “Staff’s Letter”) to Know Labs, Inc. (the
“registrant” or “Company”). The registrant
hereby submits the following responses to the comments contained in
the Staff’s Letter with respect to the registrant’s
Registration Statement on Form S-1 filed with the SEC on May 30,
2019.
For
convenience of reference, each comment contained in the
Staff’s Letter is reprinted below, numbered to correspond
with the paragraph numbers assigned in the Staff’s Letter,
and is followed by the corresponding response of the registrant.
These comments have been made in response to the Staff’s
comments.
Response dated August 23, 2019
General
1.
We note your
response to prior comment 1; however, the information in the
"Proposed Maximum Offering Price Per Unit" column of your proposed
revision to your fee table continues to appear as if you are
calculating the fee for registration of the exercise of the
warrants and the conversion of the preferred stock, rather than the
resale of common stock. Please revise to reflect the transaction
being registered.
Response. We have revised our
filing accordingly as set forth in Exhibit A attached hereto
and incorporated herein by reference to amend the "Proposed
Maximum Aggregate Offering Price Per Unit" in accordance with
457(c) in agreeance with the Staff’s letter rather than by
using the price the warrants and preferred stock are convertible
at.
2.
Please include in
an appropriate section of your prospectus the disclosure sought by
the second sentence of prior comment 3.
Response. We have revised our
filing accordingly to include this statement and filed the
corresponding agreement as an exhibit.
3.
We note your
response to prior comment 8. Please include in your prospectus all
information required by Regulation S-K Item 507 regarding
relationships with selling shareholders. Identify clearly which
selling shareholder was involved in each relevant transaction, and
the amount of the selling shareholder's involvement.
Response. We have revised our
filing accordingly to include the information required by
Regulation S-K Item 507.
4.
Please provide
disclosure responsive to prior comment 9 in your
prospectus
Response. We have revised our
filing accordingly to include disclosure from prior comment
9.
Please
contact me at (206) 903-1351 with any questions.
Sincerely,
/s/ Ronald P. Erickson
Chairman of the
Board
cc: Kevin Kuhar, Securities
and Exchange Commission
Tim
Buchmiller, Securities and Exchange Commission
Russel
Mancuso, Securities and Exchange Commission
Jessica
M. Lockett, Esq.
500
Union St. #810 Seattle WA 98101
Knowlabs.co