Frequently Asked Questions
GENERAL INFO - COMPANY OVERVIEW
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What does Knightscope do?
Knightscope Inc. is an innovator in robotics and artificial intelligence technology focused on public safety. Knightscope's Autonomous Security Robots (ASRs) and Emergency Communication Devices (ECDs) to help our clients safeguard the places people live, work, study and visit. Our mission is to make the United States the safest country in the world by leveraging robotics, A.I., and machine learning to enhance public safety.
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Where is Knightscope headquartered?
Knightscope is headquartered in the heart of Silicon Valley at 305 N Mathilda Avenue, Sunnyvale, CA 94085.
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What industries does Knightscope serve?
Knightscope provides public safety solutions for a wide range of industries, including corporate campuses, healthcare facilities, casinos, shopping malls, parking lots, manufacturing plants, government facilities, and law enforcement agencies.
GENERAL INFO - STOCK & INVESTOR INFORMATION
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Where is Knightscope's stock traded, and what is its ticker symbol?
Knightscope’s stock is traded on the NASDAQ under the ticker symbol KSCP.
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How can I invest in Knightscope?
You can purchase Knightscope stock through any registered brokerage firm or trading platform that offers NASDAQ-listed securities.
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Does Knightscope pay dividends?
Knightscope does not currently pay dividends as we prioritize reinvesting in innovation and business growth.
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What is Knightscope's fiscal year?
Knightscope’s fiscal year follows the calendar year, ending on December 31st.
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How can I stay updated on Knightscope’s financial performance?
You can find our latest financial reports, earnings releases, and SEC filings on our Investor Relations page at ir.knightscope.com or on the SEC’s EDGAR database (sec.gov)
GENERAL INFO - FINANCIAL REPORTS & SEC FILINGS
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Where can I find Knightscope's financial reports?
Our quarterly and annual financial reports are available on our Investor Relations page under the “Financial Information” section at ir.knightscope.com
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Where can I access Knightscope's SEC filings?
All of Knightscope’s SEC filings, including 10-K, 10-Q, and 8-K reports, can be accessed via the SEC’s EDGAR database (sec.gov) or through the Investor Relations section on our website at ir.knightscope.com
GENERAL INFO - CORPORATE GOVERNANCE
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Who are the members of Knightscope’s leadership team?
A detailed list of our executive team and board of directors can be found at Board of Directors and Management respectively.
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How can I contact Knightscope’s Investor Relations team?
For investor-related inquiries, you can reach our Investor Relations team at invest@knightscope.com or through our website’s Contact IR section.
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When is Knightscope’s annual shareholder meeting?
Information regarding upcoming shareholder meetings, including dates and participation details, will be announced in our SEC filings and press releases.
GENERAL INFO - PRODUCTS & TECHNOLOGY
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What types of technologies does Knightscope offer?
Knightscope is building a wide portfolio of technologies to better protect the places you live, work, study and visit including autonomous and stationary solutions supported by remote monitoring. Visit our Products & Services section on our website for the latest.
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How do Knightscope robots improve security?
Knightscope’s ASRs leverage AI, machine learning, and real-time data analytics to provide 24/7 autonomous surveillance, license plate recognition, thermal imaging, and real-time threat detection while at the same time provide a physical deterrence – all of which is also monitored remotely.
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Can Knightscope’s robots replace human security guards?
Knightscope’s security robots are designed to augment, not replace, human security personnel by handling routine monitoring tasks, allowing human officers to focus on critical incidents.
GENERAL INFO - CUSTOMER & PARTNERSHIP INFORMATION
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How can my company or organization purchase or lease Knightscope security robots?
Organizations interested in deploying Knightscope security solutions can request a consultation through our website at www.knightscope.com/discover
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Does Knightscope offer partnerships for resellers or technology integration?
Yes, Knightscope actively seeks strategic partnerships for technology integration, security services, and reseller opportunities. Interested parties can contact at www.knightscope.com/contact
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Where can I find Knightscope’s latest news and press releases?
You can stay updated with our latest news, press releases, and company announcements in the News section of our website.
TRANSFER AGENT
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What is a transfer agent?
A transfer agent is a financial institution responsible for maintaining records of stock ownership, handling shareholder transactions, and ensuring the accurate processing of dividends, stock splits, and transfers.
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For Knightscope, Inc., our transfer agent manages:
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Stock issuance and transfers
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Lost or stolen stock certificate replacements
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Dividend distributions (if applicable)
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Address and account updates for shareholders
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How do I contact Knightscope’s transfer agent?
If you are a Knightscope shareholder and need assistance with stock-related inquiries, please contact our transfer agent at:
Computershare
PO Box 43006
Providence, RI 02940-3006
800-736-3001 (Within USA, US territories & Canada)
781-575-3100 (Outside USA, US territories & Canada)
www.computershare.com/investor -
What is a Bond Trustee?
A bond agent, also known as a bond trustee or bond registrar, is a financial institution responsible for administering and managing bond issuances on behalf of a company or government entity. Their primary role is to ensure that the issuer complies with the terms of the bond agreement and that bondholders receive their interest payments (coupon payments) and principal repayment as scheduled. For information on Knightscope’s Public Infrastructure Bonds, please contact our Bond Trustee at:
Fund Sponsor
c/o Great Lakes Fund Solutions, Inc.
500 Park Avenue, Suite 114
Lake Villa, IL 60046-6550
Phone: (847) 265-5000
Fax: (847) 265-1472 -
I owned Class B common stock through Carta. How do I access those?
As of November 1, 2021, all accounts previously held at Carta, the former transfer agent, were moved to Computershare. At the time of migration from Carta to Computershare, Carta marked all shares as ‘cancelled’ on its platform. However, that does not mean your shares were cancelled – they are held at Computershare. The contact details are below:
Computershare
PO Box 43006
Providence, RI 02940-3006
800-736-3001 (Within USA, US territories & Canada)
781-575-3100 (Outside USA, US territories & Canada)
www.computershare.com/investor -
Can I sell or trade Class B common stock?
No, Knightscope’s Class B common stock is not available to trade on any exchange. You will need to convert your Class B stock into Class A common stock. Please contact our transfer agent below to start the conversion process:
Computershare
PO Box 43006
Providence, RI 02940-3006
800-736-3001 (Within USA, US territories & Canada)
781-575-3100 (Outside USA, US territories & Canada)
www.computershare.com/investor -
How do I access the Investor Center?
At the end of 2021 Knightscope changed its transfer agent, from Carta to Computershare. All shares in Carta were transferred. Computershare’s Investor Center will provide you access to your account details and statements.
To log into Computershare, please visit: www.computershare.com/investor
You can register your account with or without your account code. However, it should be a faster process to register using your account code. To protect our stockholders, some extra steps are required to access the Investor Center.
To access the Investor Center, stockholders will be required to properly answer questions only they may know and, thereafter, an access code will be mailed through the U.S. Post Office to the stockholder. Immediate access to the Investor Center will not be granted if the security process cannot be successfully completed. Do not be alarmed if the security questions you are asked do not apply to you. It is simply a security verification process.
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I own Preferred shares. How can I convert them to Common A or to Common B?
As of May 15, 2024, all shares of Knightscope’s Super Voting Preferred Stock was automatically converted into fully-paid, non-assessable shares of Class B common stock. Simultaneously, each share of the Company’s Ordinary Preferred Stock (together with the Super Voting Preferred Stock, the “Preferred Stock”) was automatically converted into fully-paid, non-assessable shares of Class A common stock, in each case at the then effective applicable Conversion Rate. This change was the result of the receipt by the Company of a written request for such conversion from the holders of a majority of the voting power of the Preferred Stock then outstanding (the “Automatic Conversion”). As a result of the Automatic Conversion, no shares of previously authorized preferred stock remain outstanding. Investors can access their stock information on Computershare. -
What happens to my stock if the Company cannot contact me?
State law governs the Company’s obligations to surrender stock to the state if it cannot locate a stockholder after a period of time. This process is called Escheatment. Thus, stockholders are encouraged to keep their addresses up to date with the transfer agent. -
How Can I Recover Escheated Shares of a Public Company Stock I Own?
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Search for Your Escheated Shares - Each U.S. state has an Unclaimed Property Division where escheated assets, including stocks, are held. You can check for your shares using: MissingMoney.com (covers multiple states), your State Treasurer’s Office, or Unclaimed Property Division website
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Gather Required Documentation - To claim your shares, you will likely need:
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Proof of ownership (brokerage statements, dividend checks, or stock certificates)
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Government-issued ID (driver’s license or passport)
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Social Security Number (SSN)
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Proof of address (if the address on record is outdated)
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Submit a Claim to the State - Each state has an online claim form where you can request your escheated stock. If required, mail notarized documents to the state’s unclaimed property office. Some states may charge a small processing fee to recover shares.
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Work with the Transfer Agent - Once the state approves your claim, they may return the shares or liquidate them and send the cash equivalent. If shares are restored, you may need to coordinate with the company’s transfer agent to update your stock records.
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What if I hold a paper stock certificate?
If you hold a paper certificate, Computershare, upon request, will provide instructions on how to turn in your paper certificate and convert those shares into book form via the online conversion portal. -
Does Knightscope issue 1099’s or K-1’s?
Knightscope is C-Corp and, therefore, does not issue K-1’s. Computershare will issue 1099’s, as required by law, based on financial transactions related to any sales of the stock.
In addition, our Bonds Trustee, Great Lakes may also issue 1099’s related to coupon payments for holders of the Knightscope Public Infrastructure Bonds. Therefore, it is important to ensure that your tax ID has been certified. This can be done through your Investor Center account.
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What number should my broker use to contact Computershare?
The Dedicated Broker Inquiry Specialist Team can be reached at
1-781-575-2482 (U.S.)
1-781-575-4019 (International brokers) -
Why did I receive a W-9 Tax Form in the mail from Computershare?
All Computershare accountholders are required to certify their Tax ID's. This can either be done by mail using the form provided or online via Investor Center or the conversion portal. -
How can I contact Computershare?
Stockholders may contact Computershare directly as follows.
When contacting Computershare, stockholders should indicate they are a Knightscope stockholder to ensure that they are routed to the dedicated Knightscope support team at Computershare. Our ticker is KSCP
Telephone inquiries: 1-781-575 2482 (U.S.) | 1-781-575-2482 (International)
Hours of Operation: 8:00 AM to 8:00 PM ESTE-mail inquiries: web.queries@computershare.com
Online inquiries: https://www-us.computershare.com/Investor/#Contact/Enquiry
Shareholder Login: https://www-us.computershare.com/Investor
Mailed Inquiries Should be Sent to:
Computershare
Attn: Corp Action Voluntary
PO Box 43011
Providence, RI 02940-3011By Overnight Courier (FedEx/UPS/DHL, etc.):
Computershare
Attn: Corp Action Voluntary
150 Royall Street Suite V
Canton, MA 02021
NASDAQ LISTING AND PREFERRED STOCK
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When and where are Knightscope’s shares listed?
Knightscope’s Class A Common shares are publicly traded on the NASDAQ Stock Market under the ticker symbol KSCP during normal trading hours. For real-time stock prices, market updates, and financial reports, visit: Knightscope’s Investor Relations page or NASDAQ’s KSCP page (www.nasdaq.com)
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I own Preferred shares. How can I convert them to Common A or to Common B?
Preferred shares are not traded. As of May 15, 2024, all shares of Knightscope’s Super Voting Preferred Stock were automatically converted into fully-paid, non-assessable shares of Class B common stock. Simultaneously, each share of the Company’s Ordinary Preferred Stock (together with the Super Voting Preferred Stock, the “Preferred Stock”) was automatically converted into fully-paid, non-assessable shares of Class A common stock, in each case at the then effective applicable Conversion Rate. This change was the result of the receipt by the Company of a written request for such conversion from the holders of a majority of the voting power of the Preferred Stock then outstanding. As a result of this automatic conversion, no shares of previously authorized preferred stock remain outstanding. Investors can access their stock information on Computershare.
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How many classes of shares does the Company have?
Knightscope presently has three classes of stock, designated Class A common stock, Class B common stock and “blank check” Preferred Stock. Only the Class A common stock is listed for trading on Nasdaq.
REVERSE STOCK SPLIT (RSS)
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What is a reverse stock split?
A reverse stock split reduces the number of a company’s outstanding shares while increasing the share price proportionally. For example, in a 1-for-10 reverse split, every 10 shares of stock are consolidated into one share, and the price per share increases accordingly by 10x.
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Why did the company implement a reverse stock split?
The Board of Directors approved the RSS to help regain compliance with Nasdaq's minimum bid price requirement of $1.00 per share, which is necessary to maintain the company's listing on The Nasdaq Capital Market. Additionally, a higher share price could increase investor interest and help raise equity capital.
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When did the Reverse Stock Split take place?
On September 13, 2024, Knightscope filed a Certificate of Amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to implement a reverse stock split of the Company’s Class A Common Stock and its Class B Common Stock a ratio of 1-for-50. These amendments become effective at 5:00 p.m. Eastern Time on September 13, 2024.
The Company’s shares of Class A Common Stock began trading on a split-adjusted basis on September 16, 2024.
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Who approved of the Reverse Stock Split?
On August 16, 2024, the Company held an annual meeting of stockholders at which the Company’s stockholders approved, among other items, the Reverse Stock Split Amendments. The Reverse Stock Split Amendments were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on July 5, 2024.
The Company’s Board of Directors previously approved the Reverse Stock Split Amendments. On September 4, 2024, the Board selected a reverse stock split of the Class A Common Stock at the final ratio of 1-for-50 and a reverse stock split of the Class B Common Stock at the final ratio of 1-for-50.
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How was the share price determined after the RSS?
The price depended on the market value of the stock at the time of the reverse split. It was calculated by taking the closing price of the stock the day before the reverse split and multiplying that by 50. -
Will the reverse stock split affect the company’s market capitalization?
No, the reverse stock split does not directly change the company’s market capitalization. Market capitalization is the share price multiplied by the total number of outstanding shares, and while the share price increased because of the RSS, the number of shares decreased proportionally, keeping the overall market value the same. -
Did the reverse stock split affect the total number of authorized shares?
No, the number of authorized shares will not change. However, the number of outstanding shares will decrease in proportion to the chosen split ratio, resulting in an increase in the number of authorized but unissued shares. -
How did the reverse stock split impact my shares?
After the RSS, the number of shares you owned was reduced by the chosen ratio. For example, you owned 1,000 shares, your holdings would be reduced to 20 shares (calculated by dividing 1,000 by 50), but the total value of your holdings remained the same because the stock price increased proportionally. -
What happened to fractional shares?
No fractional shares were issued. Instead, stockholders entitled to a fractional share received a cash payment equivalent to the market value of that fraction based on the post-split share price. Computershare, our transfer agent, mailed the appropriate cash payment to each investor. -
Why did I receive a check in the mail?
You have received following our recent 50-for-1 reverse stock split. A cash-in-lieu check is a payment issued to shareholders who end up with fractional shares after a reverse stock split. Since most companies do not issue partial shares, they compensate shareholders for any leftover fractions of a share with a cash payment instead. -
Does this mean all my Knightscope (KSCP) stock has been liquidated?
No, the cash payment does not mean liquidation of your entire stock holdings. All whole shares resulting from the reverse stock split remain in your possession.
Example:
- Before the Split: You held 155 shares.
- After the Split: This would be consolidated into 3 shares (150/50 = 3) and the 5 remaining shares represent fractional 0.1 share calculated as 5/50. The 3 shares remain in your account with the broker.
- Cash-in-Lieu Payment: You received cash for the 0.1 fractional share at the market price determined at the time of the split. For example, if the market price at the time of the split was $10/share, you would have received a check for 0.1 fractional share x $10 = $1.00
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What should I do now?
Check Your Account Statement: Verify the updated number of shares you hold. You should see the revised share count, reflecting the reverse split.
Tax Considerations: The cash-in-lieu payment may be subject to capital gains tax. We recommend consulting a tax advisor to understand the implications based on your individual circumstances.
Questions or Concerns? If you have any further questions or need clarification, please feel free to contact Computershare
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Within USA, US territories & Canada 800.546.5141
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Outside USA, US territories & Canada 781.575.2765
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Did Knightscope’s ticker symbol change? Is there a new CUSIP?
Knightscope’s Class A Common Stock will continue to trade on The Nasdaq Capital Market under the symbol “KSCP”, but will trade under a new CUSIP number: 49907V201. -
What should I do if I do not receive a notification about my Knightscope shares after the Reverse Stock Split?
If you do not receive a notification from the Company’s transfer agent, Computershare, regarding your Knightscope shares within 3 weeks after the Reverse Stock Split, you should contact Computershare at the following telephone number, 800.546.5141 (within USA, US territories & Canada) in order to ensure that the registered address listed on your account is current. If you need to update your account’s registered address, Computershare will instruct you on how to do so. Those outside USA, US territories & Canada should call 781.575.2765 -
If my Knightscope shares are held in book-entry form at the Company’s transfer agent, do I need to take any action following the Reverse Stock Split?
If you hold shares of Class A Common Stock or Class B Common Stock in book-entry form, you will not need to take any action to receive post-Reverse Stock Split shares of our Class A Common Stock or Class B Common Stock. Post RSS, the Company’s transfer agent sent a transmittal letter along with a statement of ownership to your registered address indicating the number of post-Reverse Stock Split shares of Class A Common Stock or Class B Common Stock you hold. If applicable, a check representing a cash payment in lieu of fractional shares will also be mailed to your registered address as soon as practicable. Please contact Computershare if you have any questions or are missing information. -
If I have a stock certificate representing my Knightscope shares, do I need to take any action following the Reverse Stock Split?
Some stockholders may hold their shares of Knightscope Class A Common Stock or Class B Common Stock in certificate form. Our transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates. If you are a stockholder holding pre-Reverse Stock Split shares in certificate form, you will have received a transmittal letter from the Computershare after the RSS. The transmittal letter contained instructions specifying how you can exchange your certificate or certificates representing the pre-Reverse Stock Split shares of our Class A Common Stock or Class B Common Stock for a statement of ownership. When you submit your certificate or certificates representing the pre-Reverse Stock Split shares of our Class A Common Stock or Class B Common Stock, your post-Reverse Stock Split shares of our Class A Common Stock or Class B Common Stock will be held electronically in book-entry form in the Direct Registration System. This means that, instead of receiving a new stock certificate representing the aggregate number of post-Reverse Stock Split shares you own, you will receive a statement indicating the number of post-Reverse Stock Split shares you own in book-entry form. We will no longer issue physical stock certificates.
If you have a stock certificate representing Knightscope shares and you did not receive a transmittal letter from Computershare within approximately 3 weeks following the Reverse Stock Split, please contact Computershare as soon as possible at 800.546.5141 (within USA, US territories & Canada). Those outside USA, US territories & Canada should call 781.575.2765
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If I hold my Knightscope shares through a broker, bank or other nominee, do I need to take any action following the RSS?
Shares of Class A Common Stock or Class B Common Stock held by shareholders that hold their shares through a broker, bank or other nominee were treated in the same manner as shares held by registered stockholders. Accordingly, brokers, banks or other nominees that hold shares of our Class A Common Stock or Class B Common Stock were instructed to effectuate the Reverse Stock Split for the beneficial owners of such shares. However, those organizations may have implemented different procedures than those to be followed for registered shareholders for processing the Reverse Stock Split, particularly with respect to the treatment of fractional shares. If you have any questions regarding the application of the Reverse Stock Split to your shares, we encourage you to contact the broker, bank or other nominee that holds your shares. -
Will the reverse stock split have any tax consequences for stockholders?
Generally, the reverse stock split is not a taxable event for U.S. federal income tax purposes. However, for shareholders that end up with fractional shares, the Company will sell those fractional shares and send cash to each investor. There may be a tax impact of this cash payment. We recommend that you consult with your tax advisor on any potential impact.
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How will the reverse stock split affect employee stock options, equity awards, and warrant?
All outstanding stock options, warrants, and other equity awards will be adjusted to reflect the reverse stock split. The number of shares issuable upon exercise will decrease, and the exercise price per share will increase proportionally. -
Will the reverse stock split affect voting rights or dividends?
No. After the reverse stock split, each share will continue to have the same voting rights and rights to dividends as before. The reverse stock split only changes the number of outstanding shares, not the value or rights associated with them. Please note that Knightscope currently does not offer dividends.
PRIOR EQUITY INVESTMENTS
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I invested through SeedInvest. How do I go about getting my shares to be able to trade them?
The transfer from the custodian accounts to the beneficial owners was completed by Computershare in late December 2021. On or about December 29, 2021, holders of any Series Preferred Stock should have received an email from donotreply@knightscopeconversion.com with a new Computershare account code to be used to access your Investor Center account.
Please note that as of May 15, 2024, all shares of Knightscope’s Series m Preferred Stock were automatically converted into fully-paid, non-assessable shares of Class A common stock, in each case at the then effective applicable conversion rate. Please contact Computershare for additional information or access your account via https://www-us.computershare.com/Investor
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I invested through StartEngine. How do I go about getting my shares to be able to trade them?
Shares purchased through StartEngine are held at our transfer agent (Computershare). You will be able to manage your shares directly through the transfer agent by accessing your account via https://www-us.computershare.com/Investor
PUBLIC SAFETY INFRASTRUCTURE BOND REGISTRAR AND PAY AGENT CONTACT INFORMATION
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What is the Public Infrastructure Bond?
Unlike stocks, bonds don’t give you ownership rights. They represent a loan from the buyer (you) to the issuer (Knightscope) of the bond.
In late 2023 to early 2024, Knightscope announced a Public Safety Infrastructure Bond Offering aimed at raising capital to support its growth and enhance public safety initiatives. This offering was subsequently closed at the end of March 2024. The Company raised more than $4 million through this offering.
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What are the terms of the bond?
Key Details of the Bond Offering:
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Interest Rate: The bonds offer a 10% annual interest rate, paid in cash.
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Term: The bonds have a term of up to 5 years.
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Investment Example: An investment of $10,000 could yield $1,000 in annual interest payments, totaling $5,000 over five years.
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How do I access details of my Infrastructure Bond investment?
The Bond Offering is now closed.
Deal Maker - Existing investors can access their subscription agreement and account on DealMaker’s website where you initiated the investment via this link: https://knightscope.app.dealmaker.tech/
Great Lakes Funds Solutions - the company’s Bond Registrar and will process interest and principal payments and any tax impact. More information be provided in the next section below.
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Bond registrar and pay agent contact information
After your bond purchase was executed via a signed subscription agreement, your investment records were provided to Great Lakes Funds Solutions, Inc. (“Great Lakes”), who acts as the Registrar, Pay Agent, and Depositary for the bonds.
You should have received an acceptance letter from Great Lakes confirming your bond purchase. It is important that you promptly respond to any request from Great Lakes to provide your tax information and banking information, as Great Lakes will be processing interest and principal payments as well as preparing tax statements.
Please note that Knightscope closed its accepted investments in the bonds on a rolling basis on the last business day of each calendar month, which implies that the last business day of the calendar month will be your investment date, and interest will begin accruing on that date. Upon closing, you should have received a notice and evidence of the digital entry of the principal amount of bonds owned by you, reflected on the books and records of Knightscope and verified by Great Lakes Fund Solutions, Inc., in accordance with section 2(b) of your subscription agreement. Please also note that interest on the outstanding principal amount of your investment will be paid annually on December 31 of each calendar year (or if such day is not a business day, on the next succeeding business day) commencing on December 31, 2024, until the bonds have been repaid in full or are otherwise no longer outstanding.
Should you have any questions or need additional information regarding your bonds, please contact Great Lakes by email at compliance@glfsi.com or by phone at (847) 265-5000.
Forward Looking Statements
This document may contain “forward-looking statements” about Knightscope’s future expectations, plans, outlook, projections and prospects. Such forward-looking statements can be identified by the use of words such as “should,” “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” “proposes” and similar expressions. Although Knightscope believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” in the offering circular filed with the SEC on January 26, 2022. Forward-looking statements speak only as of the date of the document in which they are contained, and Knightscope does not undertake any duty to update any forward-looking statements except as may be required by law.