Know Labs (KNW) insider report: 335K grant and 2M-share Series H conversion

Rhea-AI Filing Summary

Know Labs (KNW) Form 4 reports insider equity awards and a preferred share redemption tied to an entity affiliated with Director Ronald P. Erickson. On 08/06/2025 Mr. Erickson was granted 335,000 shares of common stock, with 50% vested immediately and the remainder vesting in eight quarterly installments (first two installments vest six months after the grant); restricted shares vest in full on a sale of substantially all sensor-related IP or on involuntary termination.

The filing also discloses redemption of 16,916 shares of Series H convertible preferred held by J3E2A2Z, resulting in a cash payment to that affiliate of $654,276.15 and the issuance of 2,000,000 common shares at a conversion price of $0.335. Following the transactions Mr. Erickson beneficially owns 472,202 shares directly and 2,000,000 indirectly; outstanding warrants total 97,367 underlying shares.

Positive

• 335,000-share award granted with 50% immediately vested and the remainder subject to defined quarterly vesting.
• Redemption terms disclosed: 16,916 Series H preferred redeemed for cash and issuance of common stock, with specifics on cash paid and shares issued.
• Filing executed and signed, providing timely disclosure of insider transactions.

Negative

• Issuance of 2,000,000 common shares to an affiliate (Series H conversion) increases outstanding common stock and is dilutive.
• Outstanding warrants totaling 97,367 underlying shares (21,375 + 25,992 + 50,000) may cause further dilution if exercised.
• Portion of the 335,000 award remains unvested, creating potential future overhang until vesting completes.

Insights

Financial Analyst

TL;DR: Director awarded 335,000 shares (50% immediately vested) and an affiliate received 2,000,000 shares via Series H redemption.

The Form 4 documents a sizable insider equity grant combined with a preferred redemption that produced 2,000,000 newly issued common shares to an affiliate of the reporting person. The grant structure (50% immediate vesting, remainder over eight quarters with acceleration on specified events) aligns executive incentives with retention and transactional outcomes. The 2,000,000-share issuance and existing warrants increase potential dilution; investors should note the explicit numbers disclosed.

Corporate Governance Expert

TL;DR: Award contains standard vesting and change-of-control/involuntary-termination acceleration; affiliate conversion produced material share issuance.

The disclosure shows clear vesting triggers and acceleration provisions for restricted shares, which is standard governance practice for director remuneration tied to corporate milestones. Separately, the redemption of 16,916 Series H preferred producing 2,000,000 common shares and a cash payment of $654,276.15 to the affiliated entity is a material related-party capital effect disclosed in the filing. The filing is properly signed and dated, providing required transparency on the transactions and outstanding derivatives.

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)

619 WESTERN AVENUE

SUITE 610

(Street)

SEATTLE WA 98104

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/06/2025		A		335,000	A	$0(1)	472,202(2)	D
Common Stock	08/06/2025		J(3)		2,000,000	A	(3)	2,000,000	I	.(4)

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
Warrant to Purchase Common Stock	$9.6(5)							01/31/2018	01/31/2026	Common Stock	21,375		21,375	D
Warrant to Purchase Common Stock	$9.6(5)							01/31/2018	01/31/2026	Common Stock	25,992		25,992	I	.(4)
Warrant to Purchase Common Stock	$61.2							12/15/2020	12/15/2025	Common Stock	50,000		50,000	D
Series H Convertible Preferred Stock	$0.335(3)	08/06/2025		J(3)			16,916	(3)	(3)	Common Stock	16,916	(3)	0	I	.(4)

Explanation of Responses:

1. On August 6, 2025 (the "Grant Date"), the Reporting Person was awarded 335,000 shares of common stock of the Issuer, 50% of which is fully vested on the Grant Date and the remainder of which (the "restricted shares") will vest in 8 quarterly installments with the first two installments vesting six months after the Grant Date. The restricted shares vest in full in the event of a sale of all or substantially all of the Company's sensor related intellectual property or an involuntary termination of Mr. Erickson's employment.

2. Includes unvested restricted shares.

3. On the Grant Date, the Issuer redeemed 16,916 shares of Series H Convertible Preferred Stock held by J3E2A2Z (as defined below) for a combination of cash and common stock at a redemption price equal to the stated value of $70, plus all accrued and unpaid dividends in an amount of $140,210.15, resulting in (i) a cash payment to J3E2A2Z of $654,276.15 in the aggregate and (ii) the issuance to J3E2A2Z of 2,000,000 shares of common stock in the aggregate, at a conversion price of $0.335 per share.

4. Held by J3E2A2Z Limited Partnership ("J3E2A2Z"), an entity affiliated with Ronald P. Erickson.

5. Price subject to adjustment.

	/s/ Ronald P. Erickson	08/08/2025
	** 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).
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FAQ

What did Ronald P. Erickson report on the KNW Form 4?

He was awarded 335,000 common shares on 08/06/2025 (50% vested immediately) and an affiliate received 2,000,000 common shares after a Series H redemption.

How many shares does Erickson beneficially own after the reported transactions?

Following the transactions he beneficially owns 472,202 shares directly and 2,000,000 shares indirectly.

What were the financial terms of the Series H redemption reported on the Form 4?

The filing shows redemption of 16,916 Series H preferred for cash and common stock at stated value $70, with accrued dividends of $140,210.15, an aggregate cash payment of $654,276.15 to the affiliate, and issuance of 2,000,000 common shares at conversion price $0.335.

What vesting conditions apply to the awarded 335,000 shares?

Fifty percent vested on the grant date; the remainder vests in eight quarterly installments with the first two installments vesting six months after the grant; restricted shares vest in full upon a sale of substantially all sensor-related IP or on involuntary termination.

Are there any derivative securities reported by Erickson on this Form 4?

Yes. Warrants include 21,375 shares directly (exercise $9.6, exp 01/31/2026), 25,992 shares indirectly (exercise $9.6, exp 01/31/2026), and 50,000 shares directly (exercise $61.2, exp 12/15/2025).