KNW Private Placement Closes; Preferred and Debt Converted to Common Stock

Rhea-AI Filing Summary

Amendment No. 1 to a Schedule 13G/A filed by Clayton A. Struve reports that, following the closing of a private placement with Goldeneye 1995 LLC on August 6, 2025, the reporting person has ceased to be a beneficial owner of more than 5% of Know Labs, Inc. Struve now beneficially owns 11,899,716 shares of common stock, representing 3.1% of the 384,234,130 shares outstanding as of August 7, 2025.

The filing details that Struve's holdings consist of 11,646,819 shares and 252,897 warrants. In connection with the closing, Struve converted Series C and Series D preferred stock into 7,569,299 common shares, converted accrued dividends into 764,141 common shares, and converted and was partially repaid on debts into 3,295,379 common shares, resulting in the extinguishment of several convertible notes and debentures described in the filing. The signature certifies the securities were not acquired to change control of the issuer.

Positive

• Private Placement closed with Goldeneye 1995 LLC, enabling restructuring transactions described in the filing
• Significant debt and preferred instruments were converted into common stock, and several convertible notes/debentures were extinguished
• Reporting person reduced below 5% (now 3.1%), documented as a final "exit" amendment

Negative

• Conversion issued substantial common shares to the reporting person: 7,569,299, 764,141, and 3,295,379 as stated in the filing
• There are 252,897 warrants included in the reporting person's holdings, representing potential additional dilution if exercised

Insights

Financial Analyst

TL;DR Debt-for-equity and preferred conversions occurred, extinguishing convertible obligations; Struve's stake falls to 3.1%, altering capital structure.

The filing documents a material recapitalization event for Know Labs: conversion of preferred shares, accrued dividends and certain indebtedness into common stock produced sizeable share issuances to the reporting person and extinguished multiple convertible notes and debentures. Specifically, conversions generated 7,569,299, 764,141 and 3,295,379 common shares. These actions reduce legacy debt claims but increase common equity on issue and include 252,897 warrants that could further expand share count if exercised. Net financial impact on capitalization depends on related cash flows and overall outstanding shares beyond the filing's stated totals.

Corporate Governance Expert

TL;DR This is a routine Schedule 13G/A "exit" amendment: reporting person falls below 5% after private placement and conversions.

The amendment is explicitly described as a final "exit filing," notifying the SEC that Clayton A. Struve no longer exceeds the 5% beneficial ownership threshold following the private placement closing on August 6, 2025. The filing affirms sole voting and dispositive power over the reported 11,899,716 shares and includes a certification that the securities were not acquired to influence control. From a governance perspective, the disclosure closes a period of above-5% ownership and documents extinguishment of prior convertible instruments, which alters creditor-versus-equity stakeholder rights reflected in the company’s capital structure disclosures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

KNOW LABS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

499238202

(CUSIP Number)

08/06/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 499238202

1

Names of Reporting Persons

Clayton A Struve

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 11,899,716.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 11,899,716.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,899,716.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.1 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Explanatory Note. This Amendment No. 1 to Schedule 13G ("Amendment No.1") is filed to amend the Schedule 13G filed by the Reporting Person named therein with the Securities and Exchange Commission ("SEC") on June 12, 2025 with respect to Know Labs, Inc. (the "Issuer") (the "Original Schedule 13G"). This Amendment No. 1 is the final amendment to the Schedule 13G and constitutes an "exit filing" for the Reporting Person. As a result of the closing of the Issuer's private placement ("Private Placement") with Goldeneye 1995 LLC on August 6, 2025 ("Closing"), the Reporting Person has ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock of the Issuer. See Item 4 below.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: KNOW LABS, INC.
(b)	Address of issuer's principal executive offices: 619 Western Avenue, Suite 610, Seattle WA 98104
Item 2.
(a)	Name of person filing: This Schedule 13G is being filed by the following person pursuant to Rule 13d-1 promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Act"): Clayton A Struve
(b)	Address or principal business office or, if none, residence: 175 West Jackson Blvd., Suite 440, Chicago, IL 60604
(c)	Citizenship: United States
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 499238202
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 11,899,716 shares of Common Stock
(b)	Percent of class: 3.1% (1) (1) Based upon 384,234,130 shares of common stock issued and outstanding as of August 7, 2025. The Reporting Person's direct and indirect ownership consists of: (i) 11,646,819 shares of Common Stock; and (ii) 252,897 warrants to purchase Common Stock. In connection with the Closing of the Private Placement, the Reporting Person converted all outstanding shares of Series C Preferred Stock and Series D Preferred Stock into an aggregate of 7,569,299 shares of Common Stock and all accrued and unpaid dividends were converted into an aggregate of 764,141 shares of Common Stock. Additionally, the Reporting Person converted, and was repaid cash in part, for all outstanding debts and accrued but unpaid interest owed by the Issuer into an aggregate 3,295,379 shares of Common Stock. As a result, the following notes and debentures were extinguished in full: (a) 10% Convertible Redeemable Note, dated September 30, 2016; (b) Senior Secured Convertible Redeemable Debenture, dated August 14, 2017, (c) Senior Secured Convertible Redeemable Debenture, dated December 12, 2017; and (c) Senior Secured Convertible Redeemable Debenture, dated February 28, 2018, each (a)-(d) as amended, modified and supplemented from time to time. The foregoing descriptions of the Private Placement and the transactions contemplated hereby in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the Issuer's Current Report on Form 8-K, dated August 7, 2025, and is incorporated herein by reference.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 11,899,716
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 11,899,716
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Clayton A Struve

Signature:	/s/ Clayton A Struve
Name/Title:	Clayton A Struve / Individual
Date:	08/08/2025

FAQ

What change in ownership did Clayton A. Struve report for KNW?

The filing reports Clayton A. Struve now beneficially owns 11,899,716 shares, representing 3.1% of Know Labs (KNW) based on 384,234,130 shares outstanding as of August 7, 2025.

Why was Amendment No. 1 to the Schedule 13G/A filed for KNW?

The amendment is a final "exit filing" stating that, following the closing of a private placement on August 6, 2025, the reporting person ceased to be a beneficial owner of more than 5%.

What securities conversions occurred in connection with the private placement?

The reporting person converted Series C and Series D preferred stock into 7,569,299 common shares, converted accrued dividends into 764,141 common shares, and converted/partially repaid debts into 3,295,379 common shares.

Does Clayton Struve retain voting or dispositive power over the reported shares?

Yes. The filing states Struve has sole voting power and sole dispositive power over the reported 11,899,716 shares.

Were any debt instruments extinguished as part of the transactions?

Yes. The filing identifies full extinguishment of several convertible notes/debentures, including instruments dated September 30, 2016, August 14, 2017, December 12, 2017, and February 28, 2018 (as amended).