[S-8] Know Labs, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Alpine Associates Management Inc. has filed a Schedule 13G disclosing ownership of 1,496,319 Class A shares of Radius Recycling, Inc. (CUSIP 806882106) as of 30 June 2025. The position equals 5.34 % of the outstanding class, triggering the 5 % reporting threshold under Section 13(d) of the Securities Exchange Act.

Alpine, a Delaware-organized investment adviser, reports sole voting and sole dispositive power over the entire stake and specifies that the shares were acquired and are held in the ordinary course of business, with no intent to influence control (passive “13G” filing, not activist “13D”). The certification is signed by Chief Compliance Officer Christian Marzullo on 5 Aug 2025.

Positive

• Alpine Associates’ 5.34 % stake introduces a new institutional holder, potentially broadening the shareholder base and signalling outside confidence in Radius Recycling.

Negative

• None.

Insights

Securities Analyst

TL;DR: Passive 5.3 % stake disclosed; institutional interest noted but no control intent—overall neutral impact.

The Schedule 13G confirms that Alpine Associates now owns 1.50 M Radius Recycling Class A shares, exceeding the 5 % threshold. Because the filing is on Form 13G, Alpine represents it is a passive investor and does not seek to change or influence control, limiting near-term strategic implications. Nonetheless, a new mid-sized institutional holder can enhance market liquidity and may be viewed positively by some investors. Absent activist intent or additional transactions, the disclosure is best classified as informational rather than a catalyst.

As filed with the Securities and Exchange Commission on August 5, 2025

Registration No. 333- ___

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

KNOW LABS, INC.

(Exact name of Registrant as specified in its charter)

Nevada		90-0273142
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

619 Western Avenue, Suite 610

Seattle, Washington 98104

(Address, including zip code, of Registrant’s principal executive office)

Know Labs, Inc. 2021 Equity Incentive Plan

(Full title of the plan)

Ronald P. Erickson, Chairman of the Board

Know Labs, Inc.

619 Western Avenue, Suite 610

Seattle, WA 98104

206-903-1351

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to: 

Jessica M. Lockett, Esq.

Corporate Securities Legal, LLP

650 Town Center Dr., Suite 680

Costa Mesa, CA 92626

(949) 752-1100

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement is filed by Know Labs, Inc. (the “Registrant”) for the purpose of registering an additional 48,950,000 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) issuable under the Know Labs, Inc. 2021 Equity Incentive Plan (the “Plan”) following the amendment to the Plan that was approved by the Registrant’s stockholders at its special meeting of stockholders on July 31, 2025 (“Special Meeting”).

In accordance with Instruction E to Form S-8, the contents of the following prior registration statement on Form S-8, previously filed with the Securities and Exchange Commission (the “Commission”) with respect to the Plan, are hereby incorporated by reference: (i) 866,253 shares of Common Stock on Form S-8 filed with the Commission on December 10, 2021 (File No. 333-261597), and (ii) 550,000 shares of Common Stock on Form S-8 filed with the Commission on April 25, 2025 (File No. 333-286762) (collectively (i) and (ii), the “Prior Registration Statements”). The shares registered under the December 10, 2021 Registration Statement have been adjusted as referenced herein to reflect the Registrants 1-for-40 reverse stock split of the issued and outstanding shares of Common Stock which became effective on February 19, 2025.

Pursuant to General Instruction E of Form S-8, the contents of Prior Registration Statements are incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

In accordance with the rules and regulations of the Commission, the information called for in Part I of Form S-8 is not being filed with or included in this Registration Statement or in a prospectus or prospectus supplement pursuant to Rule 424 of the Securities Act.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

A list of exhibits included as part of this Registration Statement is set forth in the Exhibit Index to this Registration Statement and is incorporated herein by reference.

Exhibit Number		Exhibit Description
				Filed herewith		Incorporated by Reference herein from Form or Schedule		Filing Date
3.1		Restatement of the Articles of Incorporation, dated August 11, 2023				Form 8-K		August 14, 2023
3.2		Certificate of Amendment to the Articles of Incorporation, dated July 31, 2025				Form 8-K		August 1, 2025
3.3		Second Amended and Restated Bylaws, dated October 15, 2021				Form 8-K		December 7, 2021
4.1		Amendment to Know Labs Inc. 2021 Equity Incentive Plan, dated July 31, 2025				Form 8-K		August 1, 2025
4.2		2021 Know Labs, Inc. Equity Incentive Plan, as amended		x
5.1		Opinion of Corporate Securities Legal, LLP, filed herewith		x
23.1		Consent of BPM LLP, independent registered public accounting firm		x
23.2		Consent of Corporate Securities Legal, LLP (included in Exhibit 5.1)		x
24.1		Power of Attorney (included on signature page hereto)		x
107		Filing Fee Table		x

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Seattle, Washington, on August 5, 2025.

	Know Labs, Inc.
Date: August 5, 2025	By:	/s/ Ronald P. Erickson
		Ronald P. Erickson
		Chief Executive Officer, and Chairman of the Board of Directors (Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ronald P. Erickson and Peter J. Conley and each or any one of them, their true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for each of the undersigned in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated:

Signature		Title		Date
/s/ Ronald P. Erickson		Chief Executive Officer, and Director		August 5, 2025
Ronald P. Erickson		(Principal Executive Officer)
/s/ Peter J. Conley		Chief Financial Officer		August 5, 2025
Peter J. Conley		(Principal Accounting Officer and Principal Financial Officer)
/s/ William A. Owens		Director		August 5, 2025
William A. Owens
/s/ Jon Pepper		Director		August 5, 2025
Jon Pepper
/s/ Ichiro Takesako		Director		August 5, 2025
Ichiro Takesako
/s/ John Cronin		Director		August 5, 2025
John Cronin
/s/ Larry K, Ellingson		Director		August 5, 2025
Larry K. Ellingson

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FAQ

How many Radius Recycling shares does Alpine Associates own?

Alpine reports ownership of 1,496,319 Class A shares.

What percentage of RDUS’s Class A does this represent?

The stake equals 5.34 % of the outstanding Class A shares.

Does Alpine Associates have sole or shared voting power?

Alpine has sole voting and dispositive power over all reported shares.

Is this an activist or passive filing?

The Schedule 13G indicates a passive investment; Alpine states no intent to influence control.

When did the ownership threshold get crossed?

The reportable event date is 30 June 2025.