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): February 9, 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, Colorado 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 February 9, 2022, the Board of Directors (the “Board”) of Knightscope, Inc. (the “Company”) appointed Suzanne Muchin to serve as a director on the Board, effective immediately. The Board determined to not appoint Ms. Muchin to any committees of the Board at the time of her appointment.
As compensation for her service on the Board, Ms. Muchin will receive the Company’s standard compensation for non-employee directors. There are no understandings or arrangements with any person pursuant to which Ms. Muchin was selected as a director, and Ms. Muchin is not party to any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
The Board also considered the independence of Ms. Muchin under Nasdaq listing standards and concluded that Ms. Muchin is an independent director under applicable Nasdaq listing standards.
| Item 7.01. | Regulation FD Disclosure. |
On February 10, 2022, the Company issued a press release announcing the appointment of Ms. Muchin to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated February 10, 2022. |
SIGNATURE
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 thereunto duly authorized.
| knightscope, INC. | ||
| Date: February 14, 2022 | By: | /s/ William Santana Li |
| Name: | William Santana Li | |
| Title: | Chairman and Chief Executive Officer | |
Exhibit 99.1
Knightscope News Release
February 10, 2022 5:30AM PST
Donna Loughlin Michaels, LMGPR, (408) 393-5575
Knightscope Elects Suzanne Muchin to Board of Directors
Public Safety Innovation Company Takes Leadership Role in Corporate Governance Diversity
MOUNTAIN VIEW, Calif., February 10, 2022 -- Knightscope, Inc. [Nasdaq: KSCP], a developer of advanced physical security technologies focused on enhancing U.S. security operations, today announced that Suzanne Muchin will join the Company’s board of directors effective immediately.
Ms. Muchin is a Clinical Associate Professor at the Kellogg School of Management and a graduate of Tufts University. She is also co-Founder and CEO of Bonfire, a company created to ignite the power of women to change the rules of the modern workforce. Ms. Muchin co-hosts the popular podcast, The Big Payoff, with her Bonfire co-Founder and longtime business partner, Rachel Bellow.
“Suzanne is a highly successful 7-time Founder with a deep passion for our long-term mission and I’m excited to welcome her to the Board,” said William Santana Li, chairman and CEO of Knightscope. “The Knightscope Board of Directors is comprised of 86% female, 43% minority and 100% in overall diversity representing our diverse shareholder base, setting what I hope will be a new standard in corporate governance,” continued Li.
Ms. Muchin possesses over 25 years of leadership experience that she leverages in Chicago’s entrepreneurship community, helping build the brands and social impact strategies for some of the city’s most well-known organizations and initiatives including 1871, MATTER, Impact Engine and P33. She was also inducted into the Chicago Entrepreneurship Hall of Fame in 2013 for her own ventures. Ms. Muchin is a member of the Wexner Heritage Foundation, an LP and Advisory Board member at MATH Venture Partners, a board member of 1871, and this year received the Human Rights Medallion Award from the American Jewish Committee.
“When I met Bill, I immediately thought about ‘the Man in the Arena,’” said Muchin. “He is an entrepreneur making a very big bet at the intersection of cutting-edge technology, purpose, and growth. That’s a team I’ll join any day, particularly when the purpose has an end game of reducing senseless crime in the United States.”
About Knightscope
Knightscope [Nasdaq: KSCP] is an advanced security technology company based in Silicon Valley that builds fully autonomous security robots that deter, detect and report. Knightscope’s long-term ambition is to make the United States of America the safest country in the world. Learn more about us at www.knightscope.com. Follow Knightscope on Facebook, Twitter, LinkedIn and Instagram.
Forward Looking Statements
This press release 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.
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