Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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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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(Amendment No. 1)*
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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) |
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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| 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)
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| 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
11,899,716.00 | ||||||||
| 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)
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
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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 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| 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. %
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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:
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. | |
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Ownership of 5 percent or less of a class
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| 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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