Know Labs Insider Filing Reveals Near-20% Stake, Potential Dilution

Rhea-AI Filing Summary

Know Labs, Inc. (KNW) Schedule 13G – Insider ownership disclosure

Ronald P. Erickson, the company’s founder and long-time executive, together with his controlled entity J3E2A2Z LP (collectively the “Reporting Persons”), has filed a Schedule 13G indicating beneficial ownership of 1,492,092 common shares, equal to 19.99 % of Know Labs’ 7,497,948 outstanding shares as of 12 Jun 2025. The filing date that triggered the report is 06 Jun 2025; signatures are dated 20 Jun 2025.

Capital-structure details

• Direct holdings: 137,202 common shares
• Preferred: 16,916 Series H Preferred shares (issued 2 Jun 2025 via conversion of $1.184 million of convertible promissory notes) are convertible into 3,534,525 common shares.
• Warrants: 97,367 common-share purchase warrants outstanding.

However, the Series H Preferred and warrants are subject to a 19.99 % beneficial-ownership blocker; therefore only 1,492,092 shares are currently deemed beneficially owned. The filing certifies that the securities were not acquired to change or influence control of the issuer.

Key implications for investors

• The debt-to-equity conversion removes $1.18 million of obligations, strengthening the balance sheet.
• Insider alignment is high, with Erickson at the 20 % reporting threshold.
• Full conversion of Series H Preferred and warrants could add up to ~3.6 million new shares, a material dilution risk once the blocker is waived or exceeded.

Positive

• $1.184 million debt converted into equity, reducing liabilities and interest burden.
• High insider ownership (19.99 %) may align management’s incentives with shareholders.

Negative

• Full conversion of Series H Preferred and warrants could increase share count by ~3.6 million, leading to material dilution.
• Insider control near 20 % raises governance concentration risk for minority shareholders.

Insights

Financial Analyst

TL;DR: Erickson now holds 19.99 % of KNW; debt swapped for Series H Preferred, improving leverage but posing future dilution.

The conversion of $1.18 million in promissory notes into Series H Preferred removes short-term liabilities, marginally improving liquidity. While the 19.99 % cap prevents immediate voting/control expansion, Erickson’s near-threshold stake signals confidence and ensures management/owner alignment. From a valuation standpoint, the preferred shares and 97k warrants represent a potential 47 % increase in the share count if fully converted, limiting upside for existing holders. On balance, the filing is structurally neutral: modest balance-sheet benefit offset by dilution overhang.

Corporate Governance Specialist

TL;DR: Near-20 % insider stake raises governance concentration; blocker tempers control, but dilution could shift power later.

Erickson’s ownership positions him just below the 20 % threshold that can trigger heightened governance scrutiny. The Schedule 13G (passive intent) contrasts with his influential history, yet the embedded conversion rights could lift him well above 40 % once the blocker is waived, effectively giving quasi-control. Investors should monitor any amendments to the blocker or future tender offers that might consolidate power. In the short term, existing governance frameworks remain unchanged; longer term, concentration risk persists.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

KNOW LABS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

499238202

(CUSIP Number)

06/06/2025

(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 1,492,092.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,492,092.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,492,092.00

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)

19.99 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: * As more fully described in Item 4, this does not include certain shares of common stock issuable upon conversion of preferred stock and warrants owned by the reporting person pursuant to a beneficial ownership limitation contained in the agreements governing such securities.

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. Erikson, 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 is 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 1,492,092 shares of Common Stock.
(b)	Percent of class: The number of Shares that Mr. Erickson may be deemed to beneficially own constitutes 19.99% of the shares outstanding.(1) (1) Based upon 7,497,948 shares of common stock issued and outstanding as of June 12, 2025. Additionally, the reporting person's ownership is subject to a 19.99% beneficial ownership limitation ("Beneficial Ownership Blocker"). Mr. Erickson's direct and indirect ownership consists of: (i) 137,202 shares of Common Stock; (ii)16,916 of the shares of Series H Preferred Stock held by J3E2A2Z LP, convertible into 3,534,525 shares of Common Stock; (iii) deemed dividends accrued and unpaid on the Series H Preferred Stock of 0; (v) 97,367 warrants to purchase common share. On June 2, 2025, the Issuer entered into a Promissory Note Conversion Agreement (the "Conversion Agreement") with J3E2A2Z LP for the conversion of $1,184,066 in aggregate principal ("J3E2A2Z Debt Amount") owed to J3E2A2Z pursuant to the two outstanding Convertible Redeemable Promissory Notes, each dated January 31, 2018 ("Converted Notes") into 16,916 shares of Series H Preferred Stock. The Series H Preferred Stock designation contains substantially similar terms as the Converted Notes.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Mr. Erickson - 19.99%
	(ii) Shared power to vote or to direct the vote: Mr. Erickson - 19.99% shares
	(iii) Sole power to dispose or to direct the disposition of: Mr. Erickson - 19.99% shares
	(iv) Shared power to dispose or to direct the disposition of: Mr. Erickson - 19.99% shares
Item 5.	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:	06/20/2025

Signature:	/s/ Ronald P. Erickson
Name/Title:	Ronald P. Erickson, Manager
Date:	06/20/2025

Ronald P. Erickson and affiliated entities, including J3E2A2Z Limited Partnership

Signature:	/s/ Ronald P. Erickson
Name/Title:	Ronald P. Erickson
Date:	06/20/2025

Signature:	/s/ Ronald P. Erickson
Name/Title:	Ronald P. Erickson, Manager
Date:	06/20/2025

FAQ

How much of Know Labs (KNW) does Ronald P. Erickson own?

The filing reports 1,492,092 common shares, equal to 19.99 % of outstanding shares.

What triggered the new Series H Preferred issuance for KNW?

On 2 Jun 2025, $1.184 million in convertible promissory notes were converted into 16,916 Series H Preferred shares.

What is the potential dilution from Erickson’s preferred shares and warrants?

If fully converted, they represent up to 3,534,525 new shares plus 97,367 warrant shares.

Does the Schedule 13G indicate an attempt to control Know Labs?

No. The certification states the securities are not held to change or influence control of the issuer.

What is the beneficial ownership blocker mentioned in the filing?

The Series H Preferred and warrants cannot be converted if they push Erickson’s stake above 19.99 % of outstanding common stock.