Knightscope (KSCP) 8-KSubmission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 16, 2024

Knightscope, Inc.

(Exact name of registrant as specified in its charter)

1070 Terra Bella Avenue

Mountain View, California 94043

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (650) 924-1025

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On August 16, 2024, Knightscope, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, holders of a total of 198,169,812 votes were present electronically or represented by proxy, representing approximately 70.4% of the votes that could be cast by the holders of the Company’s outstanding shares of stock as of the June 24, 2024 record date.

The following are the voting results for the proposals that were considered and voted upon at the Annual Meeting, all of which were described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 5, 2024 (the “Proxy Statement”).

Proposal 1 – Election of each of William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie to the Company’s Board of Directors (the “Board”) to serve until the 2025 annual meeting of stockholders and until their respective successors are elected and qualified.

Proposal 2 – Ratification of the appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

Proposal 3 – Approval of amendments to the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”) at a ratio ranging from any whole number between 1-for-5 and 1-for-50, as determined by the Board in its discretion, subject to the Board’s authority to abandon such amendments.

Proposal 4 – Approval of amendments to the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”) at a ratio ranging from any whole number between 1-for-5 and 1-for-50 (which ratio shall be the same ratio as the reverse stock split determined by the Board in Proposal 3), as determined by the Board in its discretion, subject to the Board’ authority to abandon such amendments.

Proposal 5 – Approval of amendments to the Company’s amended and restated certificate of incorporation to (i) authorize 40,000,000 shares of “blank check” preferred stock, issuable in one or more series, and (ii) implement ancillary and conforming changes in connection with the authorization of “blank check” preferred stock and to remove provisions related to the Company’s former Super Voting Preferred Stock and Ordinary Preferred Stock (each as defined in the amended and restated certificate of incorporation), which are no longer outstanding.

Proposal 6 – Approval of amendments to the Company’s amended and restated certificate of incorporation to provide for exculpation of officers from breaches of fiduciary duty to the extent permitted by the Delaware General Corporation Law.

Proposal 7 – Approval of amendments to the Company’s amended and restated certificate of incorporation to provide the exclusive forums in which certain claims relating to the Company may be brought.

Proposal 8 – Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal 3, 4, 5, 6 or 7.

Based on the foregoing votes, each director listed in Proposal 1 was elected and Proposals 2, 3, 4, 5, 6, 7, and 8 were approved.

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.