SCHEDULE 13G: Ronald P. Erickson and Affiliates Disclose 19.99% Stake in Know Labs, Inc. Following Debt Conversion

Ronald P. Erickson and affiliated entities, including J3E2A2Z Limited Partnership, have disclosed a 19.99% beneficial ownership stake in Know Labs, Inc., primarily through a recent conversion of $1.18 million in debt into Series H Preferred Stock.

Summary

• Ronald P. Erickson and affiliated entities, including J3E2A2Z Limited Partnership (collectively, the "Reporting Persons"), have filed a Schedule 13G disclosing their beneficial ownership in Know Labs, Inc.
• As of June 6, 2025, Ronald P. Erickson beneficially owns 1,492,092 shares of Know Labs, Inc. Common Stock, representing 19.99% of the outstanding shares.
• This ownership percentage is subject to a 19.99% beneficial ownership limitation ("Beneficial Ownership Blocker"), meaning certain convertible securities are not included in the reported amount due to this blocker.
• The total outstanding shares of common stock for Know Labs, Inc. were 7,497,948 as of June 12, 2025.
• Mr. Erickson's direct and indirect holdings include 137,202 shares of Common Stock, 16,916 shares of Series H Preferred Stock held by J3E2A2Z LP (convertible into 3,534,525 shares of Common Stock), and 97,367 warrants to purchase common shares.
• On June 2, 2025, Know Labs, Inc. entered into a Promissory Note Conversion Agreement with J3E2A2Z LP, converting $1,184,066 in aggregate principal from two outstanding Convertible Redeemable Promissory Notes (dated January 31, 2018) into 16,916 shares of Series H Preferred Stock.

Sentiment

Score: 6

Explanation: The document is a factual disclosure of beneficial ownership and a debt-to-preferred stock conversion. The conversion reduces debt, which is generally positive for the company, but the beneficial ownership limitation and potential future dilution from convertible securities introduce neutral to slightly negative aspects for common shareholders.

Positives

• The conversion of $1,184,066 in promissory notes into Series H Preferred Stock reduces the company's outstanding debt.
• The Series H Preferred Stock has substantially similar terms as the converted notes, suggesting continuity in the financial arrangement.
• A significant beneficial ownership stake by Ronald P. Erickson (19.99%) may indicate strong insider confidence in the company.

Negatives

• The existence of a 19.99% beneficial ownership limitation (Beneficial Ownership Blocker) prevents the full conversion of preferred stock and warrants into common shares, potentially limiting the investor's upside or control.
• The conversion of debt into preferred stock, while reducing debt, also increases the number of preferred shares outstanding, which could dilute future common shareholders upon conversion.

Risks

• The beneficial ownership limitation (19.99% Beneficial Ownership Blocker) restricts the full conversion of preferred stock and warrants into common shares, which could impact the liquidity or value of these convertible securities for the reporting person.
• Future conversions of the Series H Preferred Stock (which can convert into 3,534,525 common shares) and warrants (97,367 common shares) could lead to significant dilution for existing common shareholders if the beneficial ownership blocker is removed or adjusted.

Future Outlook

NA

Management Comments

• "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)."
• "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."

Industry Context

This Schedule 13G filing is a standard regulatory disclosure of significant beneficial ownership, common in the financial industry for transparency. It does not provide broader industry trends but highlights a specific investor's substantial stake and a debt-to-equity conversion within Know Labs, Inc.

Corporate Governance

Related Party Transactions

• The Promissory Note Conversion Agreement on June 2, 2025, involved Know Labs, Inc. and J3E2A2Z LP, an entity affiliated with and controlled by Ronald P. Erickson, who is a reporting person. This constitutes a related party transaction where $1,184,066 in debt was converted into Series H Preferred Stock.

Stakeholder Impact

• Shareholders: The conversion of debt into preferred stock could reduce the company's debt burden, potentially improving its financial stability. However, the future conversion of preferred stock and warrants into common shares could lead to dilution for existing common shareholders. The 19.99% beneficial ownership by Ronald P. Erickson signifies a significant insider stake.
• Creditors: The conversion of $1.18 million in debt to preferred stock reduces the company's liabilities, which is generally positive for remaining creditors.

Key Dates

Keywords

Know Labs Inc, KNOW, Schedule 13G, Beneficial Ownership, Ronald P. Erickson, J3E2A2Z Limited Partnership, Debt Conversion, Preferred Stock, Series H Preferred Stock, Warrants, SEC Filing, Shareholder Disclosure, Corporate Governance, Investment