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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): July 20, 2023

 

 

 

  

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 5.07.Submission of Matters to a Vote of Security Holders.

 

The 2023 Annual Meeting of Stockholders of Knightscope, Inc. (the “Company”) was held on July 20, 2023, as a virtual meeting online via live audio webcast. At the Annual Meeting, there were 123,048,642 votes represented either in person or by proxy, or 57.6% 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 four directors to the Board of Directors to serve until the 2024 Annual Meeting of Stockholders and until their respective successors are elected and qualified.

 

Nominee  Votes For   Votes Withheld   Broker
Non-Votes
 
Patricia Howell   80,918,968    31,114,610    11,015,064 
William Santana Li   110,914,946    1,118,632    11,015,064 
Linda Keene Solomon   80,926,655    31,106,923    11,015,064 
Patricia L. Watkins   80,927,280    31,106,298    11,015,064 

 

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, 2023.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes    Uncast
 122,508,347    338,443    175,439         26,413

 

 

 

 

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: July 25, 2023 By: /s/ Mallorie Burak
  Name: Mallorie Burak
  Title: President and Chief Financial Officer