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): June 23, 2022

Knightscope, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41248

46-2482575

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1070 Terra Bella Avenue

Mountain View, California 94043

(Address, including zip code, of principal executive offices)

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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class registered		Trading symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share		KSCP		Nasdaq Global Market

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. ¨

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 23, 2022, Knightscope, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders approved the Knightscope, Inc. 2022 Equity Incentive Plan (the “2022 Plan”). The 2022 Plan replaces the Company’s 2016 Equity Incentive Plan. The 2022 Plan became effective immediately upon stockholder approval at the Annual Meeting.

A summary of the material terms of the 2022 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on May 2, 2022 (the “Proxy Statement”). The summaries of the 2022 Plan set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2022 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on June 23, 2022 as a virtual meeting online via live audio webcast. At the Annual Meeting, there were 126,119,122 votes represented either in person or by proxy, or 57.8% of the votes entitled to be cast at the Annual Meeting, which represented a quorum. The Company’s stockholders voted on, and approved, the following proposals at the Annual Meeting:

Proposal 1. Election of seven directors to the Board of Directors to serve until the 2023 Annual Meeting of Stockholders and until their respective successors are elected and qualified

Nominee	Votes For		Votes Withheld		Broker Non-Votes
Jackeline V. Fentanez		120,823,992		247,633		5,047,497
Patricia Howell		120,833,100		238,525		5,047,497
William Santana Li		120,444,505		627,120		5,047,497
Suzanne Muchin		120,832,975		238,650		5,047,497
Kristi Ross		120,832,908		238,717		5,047,497
Linda Keene Solomon		120,822,724		248,901		5,047,497
Patricia L. Watkins		120,827,211		244,414		5,047,497

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, 2022

Votes For			Votes Against				Abstentions				Broker Non-Votes
125,858,908				158,642				101,572				—

Proposal 3. Approval of the Knightscope, Inc. 2022 Equity Incentive Plan

Votes For			Votes Against				Abstentions				Broker Non-Votes
120,122,692				836,119				112,814				5,047,497

Item 9.01.

Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Knightscope, Inc. 2022 Equity Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 28, 2022	By:	/s/ Mallorie Burak
	Name:	Mallorie Burak
	Title:	Chief Financial Officer

Knightscope Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits