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. [ KNWN ]

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								545,934	D
Common Stock								8,334	I	.⁽¹⁾
Common Stock								1,467	I	.⁽²⁾
Common Stock								20,335	I	.⁽³⁾
Common Stock								910,001	I	.⁽⁴⁾
Common Stock								2,014	I	.⁽⁵⁾

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)
Warrant to Purchase Common Stock	$0.25⁽⁶⁾							01/31/2018	01/30/2024	Common Stock	855,000		855,000	D
Warrant to Purchase Common Stock	$0.25⁽⁶⁾							01/31/2018	01/30/2024	Common Stock	1,039,666		1,039,666	I	.⁽⁴⁾
Option to Purchase Common Stock⁽⁷⁾	$1.1							⁽⁷⁾	11/04/2024	Common Stock	1,200,000		1,200,000⁽⁷⁾	D
Warrant to Purchase Common Stock	$1.53⁽⁶⁾							12/15/2020	12/15/2025	Common Stock	2,000,000		2,000,000	D
Option to Purchase Common Stock⁽⁸⁾	$1.53							⁽⁸⁾	12/15/2025	Common Stock	3,731,350		3,731,350⁽⁸⁾	D
Option to Purchase Common Stock	$2.09							⁽⁹⁾	12/16/2026	Common Stock	1,000,000		1,000,000	D
Option to Purchase Common Stock	$1.41							⁽⁹⁾	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		⁽⁹⁾	10/10/2028	Common Stock	4,640,844	$0	4,640,844	D

Explanation of Responses:

1. Held by Dia Armenta, the Reporting Person's wife.

2. Held by Ronald Erickson, the Reporting Person and Dia Armenta, the Reporting Person's wife.

3. Held by Juliz Limited Partnership- Family LP.

4. Held by J3E2A2Z Limited Partnership.

5. Held by Cerillion N4, an entity that is 50% owned by Dia Armenta, the Reporting Person's wife.

6. Price subject to adjustment.

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

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

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

Remarks:

This Form 4 Amendment is filed to correctly update the first two line items of Warrant to Purchase Common Stock in Table II above. The Exercise Price, Date Exercisable and Expiration Date have been updated per Extension of Warrant Agreements dated 01/19/2023.

	/s/ Ronald P. Erickson	10/12/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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