SEC FORM 4/A

SEC FORM 4/A 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).

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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).
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SEC Form 4 filed by Erickson Ronald P (Amendment)