Knightscope Files 8-K for Material Definitive Agreement

TL;DR

Knightscope signed a new material agreement, filing an 8-K on Nov 21, 2024.

AI Summary

Knightscope, Inc. filed an 8-K on November 21, 2024, reporting a material definitive agreement. The filing details the company's operations and corporate information, including its principal executive offices located at 1070 Terra Bella Avenue, Mountain View, California.

Why It Matters

This filing indicates a significant new agreement for Knightscope, Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Knightscope, Inc. (company) — Registrant
• November 21, 2024 (date) — Date of earliest event reported
• 1070 Terra Bella Avenue, Mountain View, California 94043 (address) — Principal executive offices
• 001-41248 (company_id) — Commission File Number

FAQ

Key Financial Figures

• $0.001 — tered Class A Common Stock, par value $0.001 per share KSCP Nasdaq Capital Marke
• $12.1 million — of) for gross proceeds of approximately $12.1 million. The pre-funded warrants are exercisabl
• $10.00 — offering at a public offering price of $10.00 per share and $9.999 per pre-funded war
• $9.999 — offering price of $10.00 per share and $9.999 per pre-funded warrant, less underwriti
• $18.29 — the Agreement, at an exercise price of $18.29 per share. The material terms of the of

Filing Documents

• tm2429235d1_8k.htm (8-K) — 33KB
• tm2429235d1_ex1-1.htm (EX-1.1) — 239KB
• tm2429235d1_ex4-1.htm (EX-4.1) — 86KB
• tm2429235d1_ex4-2.htm (EX-4.2) — 95KB
• tm2429235d1_ex5-1.htm (EX-5.1) — 14KB
• tm2429235d1_ex99-1.htm (EX-99.1) — 10KB
• tm2429235d1_ex99-2.htm (EX-99.2) — 11KB
• tm2429235d1_8kimg01.jpg (GRAPHIC) — 5KB
• tm2429235d1_ex5-1img001.jpg (GRAPHIC) — 18KB
• tm2429235d1_ex5-1img002.jpg (GRAPHIC) — 3KB
• tm2429235d1_ex99-1img01.jpg (GRAPHIC) — 5KB
• tm2429235d1_ex99-2img02.jpg (GRAPHIC) — 5KB
• 0001104659-24-122131.txt ( ) — 831KB
• kscp-20241121.xsd (EX-101.SCH) — 3KB
• kscp-20241121_lab.xml (EX-101.LAB) — 33KB
• kscp-20241121_pre.xml (EX-101.PRE) — 22KB
• tm2429235d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry Into a Material Definitive Agreement. On November 21, 2024, Knightscope, Inc. ("we," "us," "our," or the "Company") priced its recently announced public offering (the "offering") of Class A common stock (and pre-funded warrants issued in lieu thereof) for gross proceeds of approximately $12.1 million. The pre-funded warrants are exercisable immediately on the date of issuance at an exercise price of $0.001 per share and may be exercised at any time until all of the pre-funded warrants are exercised in full. The securities in the offering were offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3, which was initially filed with the SEC on February 1, 2023, and subsequently declared effective on February 8, 2023 (File No. 333-269493) (the "Registration Statement"), the base prospectus contained in the Registration and a final prospectus supplement to be filed with the SEC pursuant to Rule 424(b) under the Securities Act. The offering is expected to close on or about November 25, 2024, subject to the satisfaction of customary closing conditions. The offering was conducted pursuant to an underwriting agreement (the "Agreement") between the Company and Titan Partners Group LLC, a division of American Capital Partners, LLC, as the sole bookrunner (the "Underwriter"), that was entered into on November 21, 2024. Pursuant to the Agreement, we sold 393,659 shares of Class A common stock and pre-funded warrants to purchase 816,341 shares of Class A common stock in the offering at a public offering price of $10.00 per share and $9.999 per pre-funded warrant, less underwriting discounts and commissions. We also granted the Underwriter a 30-day option to purchase up to an additional 181,500 shares of Class A common stock (or pre-funded warrants) from the Company at the public offering price, les

01

Item 7.01 Regulation FD Disclosure. On November 21, 2024, the Company issued a press release announcing that it had launched the offering. The full text of the press release is attached hereto as Exhibits 99.1 to this Current Report on Form 8-K, and is incorporated by reference herein. On November 21, 2024, the Company issued a press release announcing that it had priced the offering. The full text of the press release is attached hereto as Exhibits 99.2 to this Current Report on Form 8-K, and is incorporated by reference herein. The Company undertakes no obligation to update, supplement or amend the materials attached hereto as Exhibits 99.1 and 99.2. The information in Item 7.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 attached hereto) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 1.1 Underwriting Agreement, dated November 21, 2024, between Knightscope, Inc. and Titan Partners Group LLC, a division of American Capital Partners, LLC 4.1 Form of Pre-Funded Warrant 4.2 Form of Underwriter Warrant 5.1 Opinion of Haynes and Boone, LLP 23.1 Consent of Haynes and Boone, LLP (included in Exhibit 5.1) 99.1 Press Release dated November 21, 2024 99.2 Press Release dated November 21, 2024 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. knightscope, INC. Date: November 22, 2024 By: /s/ William Santana Li Name: William Santana Li Title: Chief Executive Officer and President

View Full Filing

View this 8-K filing on SEC EDGAR