Sec Form 4 Filing - Bosua Phillip @ KNOW LABS, INC. - 2023-01-23

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Bosua Phillip 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 (Last) (First) (Middle) 500 UNION STREET, SUITE 810 3. Date of Earliest Transaction (MM/DD/YY) 01/23/2023 (Street) SEATTLE, WA98101 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bosua Phillip 500 UNION STREET SUITE 810 SEATTLE, WA98101 X Former CEO and President Signatures /s/ Phillip A. Bosua 02/14/2023 Signature of Reporting Person Date

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.

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).

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