Know Labs filed Amendment No. 1 to its Schedule 13G showing that Ronald P. Erickson beneficially owns 2,569,569 shares of common stock, equal to 0.7% of the class based on 384,234,130 shares outstanding. His holdings include 2,472,202 common shares and 97,367 warrants. The amendment is an "exit filing" after the Issuer's private placement closed, meaning Erickson no longer owns more than 5%.
The filing discloses J3E2A2Z LP redeemed 16,916 Series H preferred shares for a cash payment of $654,276.15 and the issuance of 2,000,000 common shares at a conversion price of $0.335 per share. Mr. Erickson was awarded 335,000 common shares, 50% vested on grant and the remainder vesting in eight quarterly installments (first two installments vest six months after closing), with full vesting upon sale of the sensor IP or involuntary termination.
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Insights
TL;DR: Erickson's stake fell below 5% after a private placement; reported holdings now 0.7% (2.57M shares), reflecting redemptions and share issuances.
The Schedule 13G/A documents a post-placement ownership profile: 2,569,569 shares beneficially owned composed of 2,472,202 common shares and 97,367 warrants. Material corporate actions include the Series H redemption that produced 2,000,000 new common shares and a cash payment of $654,276.15 to J3E2A2Z LP. From a market-impact perspective, the filing signals dilution events that reduced a previously larger reported stake to below reporting thresholds; however, no operational or earnings data are disclosed.
TL;DR: Management received restricted stock with partial immediate vesting; exit filing follows dilution below the 5% reporting threshold.
The filing details a grant of 335,000 shares to Mr. Erickson with 50% vested at grant and the balance subject to an eight-quarter vesting schedule, plus acceleration on sale of sensor IP or involuntary termination. Those terms align compensation with continued service and specific corporate outcomes. Separately, the Series H redemption and private placement materially changed ownership percentages, prompting this final amendment. The disclosure is clear on holdings and vesting mechanics but contains no forward-looking operational detail.
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
Ronald P. Erickson
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
2,569,569.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,569,569.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,569,569.00
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)
0.7 %
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 20, 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
CUSIP No.
499238202
1
Names of Reporting Persons
Ronald P. Erickson and affiliated entities, including J3E2A2Z Limited Partnership
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Type of reporting person is FI
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 jointly filed by Ronald P. Erickson and affiliated entities, including J3E2A2Z Limited Partnership, an entity which is affiliated with and controlled by Mr. Erickson (collectively the "Reporting Persons") with respect to the Shares of the above-named issuer owned by Mr. Erickson, and J3E2A2Z LP, a Washington limited partnership. Such owned Shares may include other instruments exercisable for or convertible into shares of common stock. Mr. Erickson owns a controlling interest in J3E2A2Z LP. The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).
(b)
Address or principal business office or, if none, residence:
Ronald P. Erickson - c/o Know Labs, Inc., 619 Western Avenue, Suite 610, Seattle, Washington
(c)
Citizenship:
Ronald P. Erickson - 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:
Mr. Erickson may be deemed to beneficially own 2,569,569 shares of Common Stock.
(b)
Percent of class:
The number of Shares that Mr. Erickson may be deemed to beneficially own constitutes 0.7% of the shares outstanding.(1)
(1) Based upon 384,234,130 shares of common stock issued and outstanding as of August 7, 2025. Mr. Erickson's direct and indirect ownership consists of: (i) 2,472,202 shares of Common Stock; and (ii) 97,367 warrants to purchase common shares.
On the Closing Date, the Issuer completed the redemption of the 16,916 issued and outstanding shares of Series H Preferred Stock held by J3E2A2Z LP ("J3E2A2Z"). J3E2A2Z elected to redeem all 16,916 shares of the Series H Preferred Stock in 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 (the "Series H Redemption Shares").
Effective on the Closing Date, in lieu of a previous grant of 335,000 shares of Common Stock dated June 4, 2025 that was contingent upon the Issuer's stockholder approval, Mr. Erickson was awarded 335,000 shares of Common Stock, 50% of which is fully vested upon grant and the remainder of which (the "restricted shares") will vest, subject to Mr. Erickson's continued employment through each vesting date, in 8 quarterly installments with the first two installments vesting six months after the Closing 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.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
2,569,569
(ii) Shared power to vote or to direct the vote:
2,569,569
(iii) Sole power to dispose or to direct the disposition of:
2,569,569
(iv) Shared power to dispose or to direct the disposition of:
2,569,569
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.
Ronald P. Erickson
Signature:
/s/ Ronald P. Erickson
Name/Title:
Ronald P. Erickson
Date:
08/08/2025
Signature:
/s/ Ronald P. Erickson
Name/Title:
Ronald P. Erickson, Manager
Date:
08/08/2025
Ronald P. Erickson and affiliated entities, including J3E2A2Z Limited Partnership
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