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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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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
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| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 11 | Percent of class represented by amount in row (9)
19.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| 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. %
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| (c) | Number of shares as to which the person has:
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| (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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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