SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bosua Phillip

(Last)

(First)

(Middle)

500 UNION STREET

SUITE 810

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KNOW LABS, INC. [ KNWN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Former CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								3,005,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Common Stock	$1.28	01/23/2023		J⁽¹⁾			0	⁽¹⁾⁽²⁾	01/23/2024	Common Stock	1,000,000	$0	1,000,000	D
Option to Purchase Common Stock⁽²⁾	$1.1	01/23/2023		J⁽¹⁾			1,200,000	⁽¹⁾⁽³⁾	⁽¹⁾⁽³⁾	Common Stock	1,200,000	$0	0	D
Option to Purchase Common Stock⁽³⁾	$1.53	01/23/2023		J⁽¹⁾			3,959,795	⁽¹⁾⁽⁴⁾	01/23/2024	Common Stock	3,959,795	$0	304,600	D
Option to Purchase Common Stock	$2.09	01/23/2023		J⁽¹⁾			975,000	⁽¹⁾⁽⁵⁾	01/23/2024	Common Stock	975,000	$0	325,000	D
Option to Purchase Common Stock	$1.41	01/23/2023		J⁽¹⁾			1,250,000	⁽¹⁾⁽⁶⁾	⁽¹⁾⁽⁶⁾	Common Stock	1,250,000	$0	0	D

Explanation of Responses:

1. Pursuant to Separation and Release Agreement dated January 23, 2023, all outstanding Options to Purchase Common Stock have ceased vesting after the Separation Date (01/23/2023) and all vested stock options shall be exercisable for a period of one year after the Separation Date. All unvested options have been cancelled. As a result, the Company and Bosua entered into amended Stock Option Agreements reflecting the aforementioned terms.

2. All 1,000,000 options are vested; The expiration date has thus been extended from August 1, 2023 to January 23, 2024.

3. All 1,200,000 options have been cancelled.

4. 304,600 options under the stock option agreement dated December 15, 2020 have vested and 3,959,795 remaining options have been cancelled. The expiration date has been amended to January 23, 2024.

5. 325,000 options under the stock option agreement dated December 15, 2021 have vested and 975,000 remaining options have been cancelled. The expiration date has been amended to January 23, 2024.

6. All 1,250,000 options have been cancelled.

	/s/ Phillip A. Bosua	02/14/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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