Security Type

Security

Class

Title

Fee

Calculation

Rule

Amount

Registered(1)

Proposed

Maximum

Offering

Price Per

Unit(2)

Maximum

Aggregate

Offering

Price

Fee

Rate

Amount of

Registration

Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial effective date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid

Equity

Common Stock, $0.001 par value

457(c)

10,800,000

$0.67345

$7,273,260

0.00014760

$1,073.53

Fees Previously Paid

—

—

—

—

—

—

—

—

Carry Forward Securities

Carry Forward

Securities

—

—

—

—

-

—

—

—

—

—

Total Offering Amounts

$7,273,260

—

Total Fees Previously Paid

—

Net Fee Due

$1,073.53

(1)

This registration statement registers 10,800,000 shares (the “Shares”) of common stock, $0.001 par value per share (“Common Stock”) of Know Labs, Inc. (the “Company”) issued pursuant to the Securities Purchase Agreement entered into by the Company on February 27, 2024. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also relates to an indeterminate number of additional shares of Common Stock issued or then issuable upon any stock split, dividend, interest payment or other distribution, recapitalization or similar event with respect to the foregoing.

(2)

The registration fee has been calculated in accordance with Rule 457(c) under the Securities Act. In accordance with Rule 457(c) of the Securities Act, the price shown is the average of the high and low sales prices of the Common Stock on March 25, 2024 as reported on the NYSE American stock market.