Material Event Form 8 K

Item 8.01 Other Events.

Know Labs, Inc. (the "Company"), an emerging leader in non-invasive medical diagnostics technology, held its 2024 Annual Meeting of Stockholders on September 26, 2024. The results of the Annual Meeting are set forth below.

As of July 30, 2024, the record date, there were 86,368,897 shares of common stock outstanding and 408,474 shares of common stock that can be voted on an as-if-converted basis from shares of preferred stock, for a total of 86,777,171 shares eligible to vote at this meeting. Proxies representing 56,964,556 shares have been signed and delivered. This constitutes 65.6% of the total shareholders of the Company.

Each of the matters considered at the meeting was described in detail in the definitive proxy statement on Schedule 14A that the Company filed with the Securities and Exchange Commission on August 5, 2024.

Proposal No. 1 - Elected seven nominees to serve on the Board until the 2025 Annual Meeting of Stockholders as follows:

Motion			Description		Vote		Shares
	1			Election of Directors (All Directors)		For			35,837,461
						Against			-
						Withheld			352,777
						Broker Non-Votes			20,774,318

Proposal No. 2 - Approved and ratified the appointment of BPM, LLP of Walnut Creek, CA as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2024 as follows:

Motion			Description		Vote		Shares
	2			Ratification of BPM LLP as the Independent Registered Public Accounting Firm		For			56,736,882
						Against			191,296
						Withheld			36,378
						Broker Non-Votes			-

Proposal No. 3 - Authorized, for purposes of complying with NYSE American Rule 713, the issuance of shares of our common stock underlying convertible notes and warrants issued pursuant to the terms and provisions of that certain Securities Purchase Agreement, dated February 27, 2024, by and among the Company and Lind Global Fund II LP ("Lind") in an amount equal to or in excess of 20% of our common stock outstanding as follows:

Motion			Description		Vote		Shares
	3			Authorization of shares of Common Stock		For			34,315,368
				in Accordance with NYSE American Rule 713		Against			1,580,024
						Withheld			294,846
						Broker Non-Votes			21,774,318

Proposal No. 4 - Approved, by a non-binding advisory vote, the compensation of the Company's named executive officers as disclosed in the attached Proxy Statement as follows:

Motion			Description		Vote		Shares
	4			To Approve on a Non-Binding Basis the		For			34,052,268
				Compensation of the Company's Named		Against			1,434,125
				Executive Officers		Withheld			703,845
						Broker Non-Votes			20,774,318

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