UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
Filed by the Registrant ☒x
Filed by a Party other than the Registrant ☐¨
Check the appropriate box:
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¨
x
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KNIGHTSCOPE, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)all boxes that apply):
x
¨
¨
1070 Terra Bella Avenue
Mountain View, California 94043
February 23, 2024
Dear Stockholder:
We cordially invite you to attend the 2023 Annuala Special Meeting of Stockholders (the “Special Meeting”) of Knightscope, Inc (the “Annual Meeting”). The Annual Meeting will be heldInc. on Thursday, July 20, 2023,Friday, April 5, 2024, at 1:00 p.m., Pacific Time.Time (the “Special Meeting”). The AnnualSpecial Meeting will be held entirely online live via audio webcast. You will be able to attend and participate in the AnnualSpecial Meeting online by visiting
You will find important information about the matters to be voted on at the AnnualSpecial Meeting in the accompanying Notice of AnnualSpecial Meeting of Stockholders and Proxy Statement. We are sending most of our stockholders a one-page Notice of Internet Availability of Proxy Materials (the “Notice”) instead of sending them a full set of printed materials. The Notice tells you how to access and review on the internet the important information contained in the proxy materials. The Notice also tells you how to vote on the internet or by phone prior to the AnnualSpecial Meeting or by phone and how to request to receive a printed copy of our proxy materials.
Your vote is important. We hope you will attend the AnnualSpecial Meeting online. We encourage you to review the proxy materials and vote as soon as possible. You may vote on the internet or by phone as described in the attached proxy materials. You also may vote by mail if you timely request to receive printed copies of these proxy materials in the mail. YouIf you decide to attend the Special Meeting, you will also be able to vote your shares electronically, during the Annual Meeting.even if you have previously voted. Details about how to attend the AnnualSpecial Meeting online and how to submit questions and cast your votes are posted at
Very truly yours, | ||||
/s/ William Santana Li | ||||
William Santana Li | ||||
Chairman, |
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1070 Terra Bella Avenue
NOTICE OF 2023 ANNUAL2024 SPECIAL MEETING OF STOCKHOLDERS
Time | 1:00 p.m., Pacific Time | |||||
Place | ||||||
Items of Business | ||||||
(2) | To | |||||
Record Date | Holders of record of our capital stock on | |||||
Voting | Your vote is important. We encourage you to read the accompanying proxy materials and submit your vote as soon as possible. You can find information about how to cast your vote in the question-and-answer section of the accompanying proxy statement. | |||||
Stockholder List | A list of stockholders entitled to vote at the Special Meeting will be available for inspection by any stockholder for the 10 days prior to the Special Meeting for a purpose germane to the Special Meeting by sending an email to invest@knightscope.com, stating the purpose of the request and providing proof of ownership of the Company’s securities. In addition, the list of stockholders will also be available during the Special Meeting through the Special Meeting website for those stockholders who have logged in with their control number. |
Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials via the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders entitled to notice of, and to vote at, the AnnualSpecial Meeting and at any postponement or adjournment thereof. Stockholders will have the ability to access the proxy materials at www.envisionreports.com/KSCPKSCP_SP or request to receive a printed set of the proxy materials by mail or an electronic set of materials by email. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe these rules allow us to provide our stockholders with the information they need, while lowering the cost of delivery and reducingreducincg the environmental impact of our AnnualSpecial Meeting.
By Order of the Board of Directors of | ||||
Knightscope, Inc. | ||||
/s/ William Santana Li | ||||
William Santana Li | ||||
Chairman, | ||||
Mountain View, California | ||||
February 23, 2024 |
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TABLE OF CONTENTS
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1070 Terra Bella Avenue
PROXY STATEMENT
Why did I receive these proxy materials?
We are providing these proxy materials to you in connection with the solicitation by the Board of Directors (the “Board”) of Knightscope, Inc., a Delaware corporation, of proxies to be voted at our 2023 Annual2024 Special Meeting of Stockholders (the “Annual“Special Meeting”).
The AnnualSpecial Meeting will be held on Thursday, July 20, 2023,Friday, April 5, 2024, at 1:00 p.m., Pacific Time, online at
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 5, 2024: This notice and our proxy statement are available at meetnow.global/MKJY7VJ.
We expect to begin furnishing these proxy materials to stockholders on or about June 8, 2023.
When we use the term “Knightscope,” “Company,” “us,” “we,” or “our,” we mean Knightscope, Inc.
What matters will be voted on at the AnnualSpecial Meeting?
We will ask stockholders to vote on the following matters at the AnnualSpecial Meeting:
(1)
(2)
Who can vote?
Stockholders of record of our capital stock at the close of business on the record date of June 2, 2023February 8, 2024 (the “Record Date”), are entitled to receive notice of, and to vote at, the AnnualSpecial Meeting. Our capital stock currently outstanding consists of our Class A Common Stock, Class B Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series m Preferred Stock, Series m-2 Preferred Stock and Series S Preferred Stock.
Each share of Series A Preferred Stock, Series B Preferred Stock and Series m-2 Preferred Stock (collectively known as “Super Voting Preferred Stock”) is convertible at the option of the holder at any time into shares of Class B Common Stock at the then-applicable conversion rate. Each share of Series m, Series m-1, Series m-3, Series m-4 and Series S Preferred Stock (collectively known as “Ordinary Preferred Stock”) is convertible at the option of the holder at any time into shares of Class A Common Stock at the then-applicable conversion rate. There were no shares of Series m-1, Series m-3, or Series m-4 Preferred Stock outstanding as of the Record Date. Holders of Class A Common Stock, Class B Common Stock, the Super Voting Preferred Stock and the Ordinary Preferred Stock vote together as a single class. Each holder
On April 30, 2019, the Company signed a Note and Warrant Purchase Agreement under the form of preferredwhich the Company could issue up to $15 million of convertible promissory notes and warrants to purchase up to 3,000,000 shares of Series S Preferred Stock (the “Convertible Note Financing”). In connection with the Convertible Note Financing, William Santana Li, our Chairman, Chief Executive Officer and President, was granted a voting proxy to vote (i) substantially all of the shares of the Company’s Series m-4 Preferred Stock, (ii) the stock is entitledissued upon the conversion of warrants to purchase shares of the Company’s Series m-3 Preferred Stock, (iii) the stock issued upon the conversion of warrants to purchase shares of the Company’s Series S Preferred Stock, and (iv) the stock issuable upon conversion of the convertible promissory notes issued as part of the Convertible Note Financing, in each case to the numberextent that such shares are held by participants in the Convertible Note Financing (the “Voting Proxy”). There were no shares of votes equal toSeries m-3 or Series m-4 Preferred Stock outstanding as of the number of votes for each such share of common stock into which such preferred stock could then be converted. Fractional votes upon conversion will be disregarded.
Each share of Class A Common Stock is entitled to one (1) vote per share as of the Record Date, and each share of Class B Common Stock is entitled to ten (10) votes per share as of the Record Date. Each holder of Super Voting Preferred Stock or the Ordinary Preferred Stock is entitled to the number of votes equal to the number of votes for each such share of Class A Common Stock or Class B Common Stock, as applicable, into which such preferred stock could then be converted. Fractional votes upon conversion will be disregarded. For additional information, see our Amended and Restated Certificate of Incorporation filed as Exhibit 3.12.1 to our Annual ReportRegulation A Offering Statement on Form 10-K for the year ended December 31, 2022,1-A, File No. 024-11004, filed with the SEC on March 31, 2023.July 18, 2019. Cumulative voting is not permitted.
As of the Record Date, the following number of shares of each class were issued and outstanding:
(i) Class A Common Stock – 48,897,875 shares, Stock: 85,774,868 shares;
(ii) Class B Common Stock – 10,357,822 shares, Stock: 9,357,822 shares;
(iii) Series A Preferred Stock –Stock: 1,418,381 shares, shares;
(iv) Series B Preferred Stock –Stock: 3,498,859 shares, shares;
(v) Series m Preferred Stock – 1,802,794 shares, Stock: 1,776,253 shares;
(vi) Series m-2 Preferred Stock –Stock: 160,000 sharesshares; and
(vii) Series S Preferred Stock – 2,681,803Stock: 2,622,890 shares.
A list of stockholders entitled to vote at the AnnualSpecial Meeting will be available for inspection by any stockholder for the 10 days prior to the AnnualSpecial Meeting at www.envisionreports.com/
To attend and participate in the AnnualSpecial Meeting, you will need the control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your broker, bank or other nominee to obtain the control number or otherwise vote through the broker, bank or other nominee. If you lose the control number, you may join the AnnualSpecial Meeting as a “Guest” but you will not be able to vote ask questions, or access the list of stockholders as of the close of business on the Record Date. Only stockholders with a valid control number, will be able to attend the AnnualSpecial Meeting and vote ask questions and access the list of stockholders as of the close of business on the Record Date.
The AnnualSpecial Meeting webcast will begin promptly at 1:00 p.m. Pacific Time. We encourage you to access the AnnualSpecial Meeting prior to the start time. Online check-in will begin at 12:45 p.m. Pacific Time, and you should allow ample time for the check-in procedures.
What is the difference between a stockholder of record and a beneficial holder?
Many of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. There are some important distinctions between shares held of record and those owned beneficially.
Stockholder of Record
If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are the stockholder of record for those shares and are receiving proxy materials directly from us. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote online at the AnnualSpecial Meeting.
Beneficial Holder
If your shares are held in a stock brokerage account or by a bank or other nominee (commonly referred to as being held in “street name”), you are the beneficial holder of those shares. Your broker, bank or other nominee is the stockholder of record and has forwarded proxy materials to you as beneficial holder. As the beneficial holder, you have the right to direct your broker, bank or other nominee how to vote your shares and are also invited to attend the AnnualSpecial Meeting. However, since you are not the stockholder of record, you may not vote your shares online at the AnnualSpecial Meeting unless you have the control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials giving you the right to vote the shares.
How do I vote?
Stockholder of Record
If you are a stockholder of record, you can vote over the phone or on the internet prior to the AnnualSpecial Meeting by following the instructions you received from us in the mail or by email. If you requested to receive a full set of proxy materials in the mail, you also can vote by mail using the proxy card included with the materials. Finally, you can vote online at the AnnualSpecial Meeting by attending the AnnualSpecial Meeting online and following the instructions posted at
Beneficial Holder
If you are a beneficial holder, you can vote over the phone or on the internet prior to the AnnualSpecial Meeting by following the instructions you received from your broker, bank or other nominee in the mail or by email. If you requested to receive a full set of proxy materials in the mail, you also can vote by mail using the voting instruction card included with the materials. If you have not received this information from your broker, bank, or other nominee, please contact them as soon as possible. You can vote online at the AnnualSpecial Meeting by attending the AnnualSpecial Meeting online and following the instructions posted at
If your shares are registered directly in your name, your shares will not be voted if you do not return your proxy or vote by virtual ballot at the Special Meeting. If your shares are held in “street name” by a bank, broker or other nominee, instructionsthat person, as the record holder of your shares, is required to vote your shares according to your instructions. Your bank, broker or other nominee will send you directions on how to vote under thethose shares. Under applicable stock exchange rules, of the New York Stock Exchange (“NYSE”), your broker, bankbrokers or other nominee maynominees have discretionary voting power with respect to proposals that are considered “routine,” but not vote your shares on any of the proposals without your instructions, other than the ratification of the appointment of our independent registered public accounting firm. Please be surewith respect to return your“non-routine” proposals. Proposal 1 and Proposal 2 are each considered a “routine” proposal. Therefore, if you do not provide voting instructions to your broker, your broker may vote your shares with respect to Proposal 1 and Proposal 2.
However, we understand that certain brokerage firms have elected not to vote even on “routine” matters without your voting instructions. If your bank, broker or other nominee so thathas made this decision, and you do not provide voting instructions, your shares will not be voted at the Special Meeting. Accordingly, we urge you to direct your bank, broker or other nominee how to vote is
The voting deadlines and availability of telephone and internet voting for beneficial owners of shares held in “street name” will depend on the voting processes of the organization that holds your shares. Therefore, we urge you to carefully review and follow the voting instructions card and any other materials that you receive from that organization.
Multiple Holdings
If you hold shares both as a stockholder of record and as a beneficial holder,
you must vote separately for each set of shares.How can I attend and vote at the AnnualSpecial Meeting?
The Special Meeting will be held entirely online live via audio webcast. Any stockholder can attend the AnnualSpecial Meeting live online at
A summary of the information you need to attend the AnnualSpecial Meeting online is provided below:
· | To attend and participate in the Special Meeting, you will need the control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials. |
· | The Special Meeting webcast will begin promptly at 1:00 p.m. Pacific Time. We encourage you to access the Special Meeting prior to the start time. Online check-in will begin at 12:45 p.m. Pacific Time, and you should allow ample time for the check-in procedures. |
· | The virtual Special Meeting platform is fully supported across browsers and devices running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the Special Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Special Meeting. |
· | Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at meetnow.global/MKJY7VJ. |
· | Assistance with questions regarding how to attend and participate via the Internet will be provided at meetnow.global/MKJY7VJ on the day of the Special Meeting. |
· | Stockholders that have accessed the Special Meeting as a stockholder (rather than a “Guest”) will be permitted to submit questions relevant to the business of the Special Meeting during the Special Meeting, which we intend to respond to within a reasonable time after the Special Meeting. Each stockholder is limited to no more than two questions, and should provide the email address that they can be reached at. Questions should be succinct and pertinent to the Special Meeting. We will not address questions that are, among other things: |
o | irrelevant to the business of the Special Meeting; |
o | related to material non-public information of the Company, including the status or results of our business since our last Annual Report on Form 10-K; |
o | related to any pending, threatened or ongoing litigation; |
o | related to personal grievances; |
o | derogatory references to individuals or that are otherwise in bad taste; |
o | substantially repetitious of questions already submitted by another stockholder; |
o | in excess of the two question limit; |
o | in furtherance of the stockholder’s personal or business interests; or |
o | out of order or not otherwise suitable for the conduct of the Special Meeting as determined by the Chairperson or Secretary in their reasonable judgment. |
To attend and participate in the Annual Meeting, you will need the control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials.
What if during the check-in time or during the AnnualSpecial Meeting I have technical difficulties or trouble accessing the virtual AnnualSpecial Meeting website?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual AnnualSpecial Meeting website. If you encounter any difficulties accessing the virtual AnnualSpecial Meeting website during the check-in or meeting time, please call the technical support number that will be posted on the AnnualSpecial Meeting login page.
Can I change or revoke my vote?
If you are a stockholder of record, you may change your vote at any time prior to the vote at the AnnualSpecial Meeting by taking any of the following actions:
· | prior to the Special Meeting, submitting a new proxy by internet or by phone until 10:00 p.m. Pacific Time on Thursday, April 4, 2024; |
· | prior to the Special Meeting, providing a written revocation addressed to our Chief Financial Officer and to our Corporate Secretary so that it is received by Thursday, April 4, 2024; or |
· | during the Special Meeting, voting online by following the instructions at meetnow.global/MKJY7VJ. |
If you are a beneficial holder, you may change your vote by submitting new voting instructions to your broker, bank or other nominee following the instructions they provided to you. You may also vote online at the AnnualSpecial Meeting, which will have the effect of revoking any previously submitted voting instructions, if you obtain your control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials.
Whether you are a stockholder of record or a beneficial owner of shares held in street name, your attendance at the AnnualSpecial Meeting online will not, by itself, automatically revoke your proxy.
What is the quorum requirement for the AnnualSpecial Meeting?
A quorum of stockholders is necessary for any action to be taken at the AnnualSpecial Meeting (other than adjournment or postponement of the AnnualSpecial Meeting). A quorum exists if stockholders holding a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the AnnualSpecial Meeting in person, or by means of remote communication, or by proxy. If you submit a properly completed proxy, even if you abstain from voting, your shares will be counted for purposes of determining the presence of a quorum. Broker non-votes (described below) also will be counted for purposes of determining the presence of a quorum if the broker, bank or other nominee uses its discretionary authority to vote on at least one routine matter under NYSEapplicable stock exchange rules.
How will my shares be voted at the AnnualSpecial Meeting?
Your shares will be voted in accordance with your properly submitted instructions.
Stockholders of Record
If you are a stockholder of record and you submit a proxy but do not include voting instructions on a matter, your shares will be voted in favor of each of the nominees named inboth Proposal 1 and in favor of Proposal 2 in accordance with the recommendation of our Board. If any other matters are properly presented for a vote at the AnnualSpecial Meeting or any adjournment or postponement thereof, your shares will be voted in the discretion of the named proxies.
Beneficial Holders and Broker Non-Votes
If you are a beneficial holder and you do not provide voting instructions to your broker, bank or other nominee, that organization will determine if it has the discretionary authority to vote your shares on the particular matter. Under NYSEapplicable stock exchange rules, these organizationsbrokers or other nominees have discretionary voting power with respect to proposals that are considered “routine,” but not with respect to “non-routine” proposals. Proposal 1 and Proposal 2 are each considered a “routine” proposal. Therefore, if you do not provide voting instructions to your broker, your broker may vote your shares with respect to Proposal 1 and Proposal 2.
However, we understand that certain brokerage firms have elected not to vote even on “routine” matters without your voting instructions. If your bank, broker or other nominee has made this decision, and you do not provide voting instructions, your shares will not be voted at the discretionSpecial Meeting. Accordingly, we urge you to direct your bank, broker or other nominee how to vote by returning your voting materials as instructed or by obtaining a control number your broker or other nominee in order to vote your shares on routine matters, such aselectronically at the ratification of the appointment of BPM as our independent registered public accounting firm for the year ended December 31, 2023 (Proposal 2). However, they do not have the discretion to voteSpecial Meeting. This ensures your shares on non-routine matters, includingwill be voted at the other proposal up for a vote (Proposal 1). meeting in the manner you desire.
The unvoted shares are called “broker non-votes.” Shares that constitute broker non-votes are considered present for purposes of determining a quorum but are not considered entitled to vote or votes cast on the particular matter.
What are the voting requirements for each matter?
Proposal | Effect of Abstentions | Discretionary Voting Allowed | Effect of Broker Non-Vote | |||||||||||||
To | The affirmative vote of the | No effect | ||||||||||||||
(2) | To |
* We understand that certain brokerage firms have elected not to vote even on “routine” matters without your voting instructions. If your bank, broker or other nominee has made this decision, and you do not provide voting instructions, your shares will not be voted at the Special Meeting. A broker non-vote would have no impact on Proposal 1 or on Proposal 2.
What are the recommendations of the Board?
Our Board recommends that you vote:
· | “FOR” the approval an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our Class A Common Stock, par value $0.001 per share from 114,000,000 to 228,000,000 (Proposal 1); and |
· | “FOR” the approval of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal 1 (Proposal 2). |
Any properly authorized proxy as to which no instructions are given will be voted in accordance with the foregoing recommendations.
Who will pay the costs of soliciting votes for the AnnualSpecial Meeting?
We will bear all expenses incurred in connection with the solicitation of proxies. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of common stock. Our directors, officers and employees also may solicit proxies by mail, telephone and personal contact. They will not receive any additional compensation for these activities. We will send proxy materials or additional soliciting materials to banks, brokers, other institutions, nominees, and fiduciaries, and these organizations will then forward the materials to the beneficial holders of our shares. On request, we will reimburse these organizations for their reasonable expenses in forwarding these materials.
How can I find the results of the voting after the AnnualSpecial Meeting?
We will announce preliminary voting results at the AnnualSpecial Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the AnnualSpecial Meeting.
| Total Number of Directors: | | | 4 | | |||||||||||||||||||||
| | | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | | ||||||||||||
| Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | | |
| Directors | | | | | 3 | | | | | | 1 | | | | | | – | | | | | | – | | |
| Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | |
| African American or Black | | | | | 1 | | | | | | – | | | | | | – | | | | | | – | | |
| Alaskan Native or Native American | | | | | – | | | | | | – | | | | | | – | | | | | | – | | |
| Asian | | | | | – | | | | | | – | | | | | | – | | | | | | – | | |
| Hispanic or Latinx | | | | | – | | | | | | – | | | | | | – | | | | | | – | | |
| Native Hawaiian or Pacific Islander | | | | | – | | | | | | – | | | | | | – | | | | | | – | | |
| White | | | | | 2 | | | | | | – | | | | | | – | | | | | | – | | |
| Two or More Races or Ethnicities | | | | | – | | | | | | 1 | | | | | | – | | | | | | – | | |
| LGBTQ+ | | | | | – | | | | | | – | | | | | | – | | | | | | – | | |
| Did Not Disclose Demographic Background | | | | | – | | | | | | – | | | | | | – | | | | | | – | | |
| | | | 2022 | | | 2021 | | ||||||
| Audit Fees | | | | $ | 546,022 | | | | | $ | 531,700 | | |
| Audit-Related Fees | | | | $ | 8,025 | | | | | | – | | |
| Tax Fees | | | | | – | | | | | | – | | |
| All Other Fees | | | | | – | | | | | | – | | |
| Total Fees | | | | $ | 554,047 | | | | | $ | 531,700 | | |
| Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Option Awards ($)(1) | | | Total ($) | | |||||||||||||||
| William Santana Li Chairman and Chief Executive Officer | | | | | 2022 | | | | | | 496,907 | | | | | | 278,261 | | | | | | 635,896 | | | | | | 1,411,064 | | |
| | | 2021 | | | | | | 300,000 | | | | | | 230,000 | | | | | | — | | | | | | 530,000 | | | |||
| Mallorie Burak President and Chief Financial Officer | | | | | 2022 | | | | | | 344,391 | | | | | | 264,457 | | | | | | 238,564 | | | | | | 847,412 | | |
| | | 2021 | | | | | | 250,000 | | | | | | 205,000 | | | | | | 3,038,387 | | | | | | 3,493,387 | | | |||
| Mercedes Soria(2) Chief Intelligence Officer | | | | | 2022 | | | | | | 344,391 | | | | | | 164,457 | | | | | | 210,595 | | | | | | 719,443 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Our Amended and Restated Certificate of Incorporation currently authorizes the Compensation Committee to reflect changes in responsibility and/or retention risk, with base salaries targeted at the 75th percentileissuance of a peer group for Mr. Li, and at 25th percentile of the peer group for Ms. Burak and Ms. Soria.
| | | | Option Awards | | |||||||||||||||||||||||||||
| Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | |||||||||||||||
| William Santana Li | | | | | 7/12/2022 | | | | | | — | | | | | | 383,100(1)(2) | | | | | | 3.04 | | | | | | 7/11/2032 | | |
| Mallorie Burak | | | | | 10/8/2020 | | | | | | 270,833 | | | | | | 229,167 (1)(2) | | | | | | 2.34 | | | | | | 10/7/2030 | | |
| | | 12/23/2021 | | | | | | 125,000 | | | | | | 375,000(1)(2) | | | | | | 10.00 | | | | | | 12/22/2031 | | | |||
| | | 7/12/2022 | | | | | | — | | | | | | 143,724(1)(2) | | | | | | 3.04 | | | | | | 7/11/2032 | | | |||
| Mercedes Soria | | | | | 4/21/2014 | | | | | | 113,000 | | | | | | —(1)(3) | | | | | | 0.16 | | | | | | 4/20/2024 | | |
| | | 11/17/2016 | | | | | | 187,000 | | | | | | —(1)(3) | | | | | | 0.60 | | | | | | 11/17/2026 | | | |||
| | | 4/22/2018 | | | | | | 200,000 | | | | | | —(1)(2) | | | | | | 1.26 | | | | | | 4/21/2028 | | | |||
| | | 5/9/2019 | | | | | | 447,916 | | | | | | 52,084(1)(2) | | | | | | 1.24 | | | | | | 5/9/2029 | | | |||
| | | 2/27/2020 | | | | | | 70,833 | | | | | | 29,167(1)(2) | | | | | | 0.91 | | | | | | 2/26/2030 | | | |||
| | | 6/24/2020 | | | | | | 21,875 | | | | | | 13,125(1)(2) | | | | | | 0.91 | | | | | | 6/23/2030 | | | |||
| | | 7/12/2022 | | | | | | — | | | | | | 126,874(1)(2) | | | | | | 3.04 | | | | | | 7/11/2032 | | |
The Share Increase Amendment will not affect the number of authorized shares of the other capital stock of the Company, including (i) 30,000,000 authorized shares of Class B Common Stock, which can be subsequently converted to$0.001 par value per share; and (ii) 43,405,324 authorized shares of Preferred Stock, $0.001 par value per share, consisting of (A) 8,936,015 shares designated as Series A Preferred Stock, (B) 4,707,501 shares designated as Series B Preferred Stock, (C) 6,666,666 shares designated as Series m Preferred Stock, (D) 333,334 shares designated as Series m-1 Preferred Stock, (E) 1,660,756 shares designated as Series m-2 Preferred Stock, (F) 3,490,658 shares designated as Series m-3 Preferred Stock, (G) 4,502,061 shares designated as Series m-4 Preferred Stock, and (H) 13,108,333 shares designated as Series S Preferred Stock.
As of the Record Date, the following number of shares of each class were issued and outstanding:
(viii) Class A Common Stock on a one-for-one basis.
(ix) Class B Common Stock: 9,357,822 shares;
(x) Series A Preferred Stock: 1,418,381 shares;
(xi) Series B Preferred Stock: 3,498,859 shares;
(xii) Series m Preferred Stock: 1,776,253 shares;
(xiii) Series m-2 Preferred Stock: 160,000 shares; and
(xiv) Series S Preferred Stock: 2,622,890 shares.
If our stockholders approve this proposal, then the second sentence of the potential payments that eachARTICLE IV of our named executive officers wouldAmended and Restated Certificate of Incorporation will be deleted and replaced in its entirety to read as follows:
“The total number of shares of stock that the corporation shall have received upon the occurrenceauthority to issue is 301,405,324 shares, consisting of the termination events specified below, assuming that each triggering event occurred on December 31, 2022. The potential payments outlined below are set forth in the respective employment agreement for each named executive officer.
| Name | | | Severance(1) ($) | | | Health Benefits(1) ($) | | | Total ($) | | |||||||||
| William Santana Li | | | | | 252,500 | | | | | | 3,583 | | | | | | 256,083 | | |
| Mallorie Burak | | | | | 175,000 | | | | | | 12,600 | | | | | | 187,600 | | |
| Mercedes Soria | | | | | 175,000 | | | | | | 3,583 | | | | | | 178,583 | | |
| Name | | | Severance(1) ($) | | | Bonus(2) ($) | | | Acceleration of Equity Awards(3) ($) | | | Health Benefits(1) ($) | | | Total ($) | | |||||||||||||||
| William Santana Li | | | | | 505,000 | | | | | | 505,000 | | | | | | — | | | | | | 7,165 | | | | | | 1,017,165 | | |
| Mallorie Burak | | | | | 350,000 | | | | | | 350,000 | | | | | | — | | | | | | 25,199 | | | | | | 725,199 | | |
| Mercedes Soria | | | | | 350,000 | | | | | | 350,000 | | | | | | — | | | | | | 7,165 | | | | | | 707,165 | | |
Purpose of Share Increase Amendment
Our Board believes it is in the best interests of the Company and our stockholders to increase our authorized shares of Class A Common Stock in order to have additional shares available for use as our Board deems appropriate or necessary. As such, the primary purpose of Decemberthe Share Increase Amendment is to provide the Company with greater flexibility with respect to managing its Class A Common Stock in connection with such corporate purposes as may, from time to time, be considered advisable by our Board. These corporate purposes could include, without limitation, (i) financing activities, including the at-the-market offering program that we commenced in February 2023, as amended in August 2023, with H.C. Wainwright & Co., LLC as sales agent, which allows us to sell and issue shares of Class A Common Stock from time-to-time of up to approximately $25.0 million, subject to, and in accordance with, SEC rules. As of January 31, 2022, calculated by multiplying2024, we have sold an aggregate of approximately $28.5 million in shares of Class A Common Stock under the at-the-market offering program; (ii) other public or private offerings of Class A Common Stock; (iii) stock dividends or splits; (iv) conversions of convertible securities; (v) issuance of stock options and other equity awards pursuant to our incentive plans; and (vi) establishing strategic relationships. Having an increased number of authorized but unissued shares of Class A Common Stock would allow us to take prompt action with respect to corporate opportunities that develop, without the delay and expense of convening a special meeting of stockholders for the purpose of approving an increase in our capitalization. Our Board will determine whether, when and on what terms the issuance of shares of Class A Common Stock may be warranted in connection with any of the foregoing purposes.
Effect of Approval of Proposed Amendment
The following table illustrates the effect the proposed Share Increase Amendment would have on the number of shares of Class A Common Stock underlying each such optionavailable for issuance, if approved by the closing priceour stockholders:
As of January 31, 2024 | Upon Effectiveness of Amendment | |||||||
TOTAL AUTHORIZED SHARES OF COMMON STOCK | 114,000,000 | 228,000,000 | ||||||
Issued and outstanding shares of Class A Common Stock | 85,112,928 | 85,112,928 | ||||||
Shares of Class A Common Stock reserved for future issuance upon conversion of outstanding Class B Common Stock(1) | 357,822 | 357,822 | ||||||
Shares of Class A Common Stock reserved for future issuance upon conversion of Super Voting Preferred Stock (and corresponding Class B Common Stock)(2) | 6,516,328 | 6,516,328 | ||||||
Shares of Class A Common Stock reserved for future issuance upon conversion of Ordinary Preferred Stock(3) | 6,893,329 | 6,893,329 | ||||||
Shares of Class A Common Stock reserved for future issuance upon exercise of outstanding warrants for Class A Common Stock(4) | 1,138,446 | 1,138,446 | ||||||
Shares of Class A Common Stock issuable pursuant to outstanding equity awards under the Company’s incentive plans(5) | 9,433,870 | 9,433,870 | ||||||
Shares of Class A Common Stock reserved for future issuance under the Company’s incentive plans(6) | 1,152,749 | 5,652,749 | ||||||
Shares of Class A Common Stock authorized, unissued, and unreserved | 3,394,528 | 112,894,528 |
(1) | Consists of shares of Class A Common Stock that, pursuant to our Amended and Restated Certificate of Incorporation, we are required to reserve for issuance upon conversion of Class B Common Stock. This amount excludes an aggregate of 9,000,000 shares of Class B Common Stock (and the corresponding shares of Class A Common Stock) belonging to William Santana Li and Stacy Dean Stephens. Each of Mr. Li and Mr. Stephens have entered into standstill agreements pursuant to which they have agreed not to effect a conversion of their respective shares of Class B Common Stock until after the Company’s annual meeting of stockholders to be held in 2024. |
(2) | Consists of shares of Class A Common Stock that, pursuant to our Amended and Restated Certificate of Incorporation, we are required to reserve for issuance upon conversion of our Super Voting Preferred Stock (and corresponding Class B Common Stock). |
(3) | Consists of shares of Class A Common Stock that, pursuant to our Amended and Restated Certificate of Incorporation, we are required to reserve for issuance upon conversion of our Ordinary Preferred Stock. |
(4) | Excludes 5,028,183 shares of Class A Common Stock issuable pursuant upon exercise of outstanding warrants for Ordinary Preferred Stock. Each of the holders of the warrants for Ordinary Preferred Stock have entered into standstill agreements pursuant to which they have agreed not to exercise their respective warrants for Ordinary Preferred Stock until after the Company’s annual meeting of stockholders to be held in 2024. |
(5) | Consists of shares issuable pursuant to outstanding options to purchase shares of the Company’s Class A Common Stock. |
(6) | As of January 31, 2024, represents the number of shares of Class A Common Stock allocated by the Company for future issuance under its existing equity incentive plans prior to the effectiveness of the Share Increase Amendment. After the effectiveness of the Share Increase Amendment and pursuant to the Company’s existing equity incentive plans, the Company will have an aggregate additional amount of 4,500,000 shares of Class A Common Stock available for future issuance. |
Other than as listed in the table above and the footnotes thereto, we do not currently have any arrangements, agreements or understandings that would require the issuance of additional shares of Class A Common Stock, asother than our at-the-market offering program. Because our directors and executive officers have outstanding equity awards under our incentive plans, and may be granted additional equity awards under these plans, they may be deemed to have an indirect interest in the Share Increase Amendment because, absent the amendment, the Company may not have sufficient authorized shares to make future awards.
The Share Increase Amendment will not have any immediate effect on the rights of December 30, 2022 (the last trading date of 2022), lessexisting stockholders. However, our Board will have the applicable per share exercise priceauthority to issue authorized Class A Common Stock without requiring future stockholder approval of such option. Due to the closing price on December 30, 2022 being greater than the applicable exercises prices of the option awards, there is no value for acceleration of equity awards.
If the Share Increase Amendment is approved by stockholders, all other sections of the Amended and Restated Certificate of Incorporation would be maintained in their current form. The Share Increase Amendment would become effective upon the filing of a Certificate of Amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which the Company intends to do promptly after the Special Meeting if this proposal is approved by stockholders. In the event that the Share Increase Amendment is not approved by our stockholders at the Special Meeting, including an adjournment thereof, the current Amended and Restated Certificate of Incorporation would remain in effect in its entirety. Our Board reserves the right, notwithstanding stockholder approval of the Share Increase Amendment and without further action by our stockholders, not to proceed with the Share Increase Amendment at any time before it becomes effective.
Potential Anti-Takeover Effect
Our Board has not proposed the Share Increase Amendment with the intention of discouraging tender offers or takeover attempts of the Company. However, the availability of additional authorized shares of Class A Common Stock for issuance could, under certain circumstances, discourage or make more difficult efforts to obtain control of our company. This proposal is not being presented with the intent that it be used to prevent or discourage any acquisition attempt, but nothing would prevent our Board from taking any appropriate actions not inconsistent with its fiduciary duties. We do not have a poison pill plan and have not made any non-stockholder approved repricings of our equity awards.
Dissenters’ Rights of Appraisal
Under Delaware law, stockholders are not entitled to appraisal rights with respect to the Share Increase Amendment, and we will not independently provide our stockholders with any such right.
OUR BOARD RECOMMENDS A VOTE “FOR” Approval of an Amendment to Our Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of CLASS A Common Stock. |
PROPOSAL 2 - Approval of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal 1
Our stockholders are being asked to approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal 1. If our stockholders approve this proposal, we could adjourn the Special Meeting, and any adjourned session of the Special Meeting, and use the additional time to time by the Boardsolicit additional proxies in its discretion. Mr. Li does not receive compensation for his service on the Board.
| Name | | | Fees Earned or Paid in Cash ($)(3) | | | Option Awards ($)(1)(4) | | | Total ($) | | |||||||||
| Kristi Ross(2) | | | | | 70,000 | | | | | | 62,983 | | | | | | 132,983 | | |
| Linda Keene Solomon | | | | | 60,000 | | | | | | 62,983 | | | | | | 122,983 | | |
| Jackeline V. Hernandez Fentanez(2) | | | | | 70,000 | | | | | | 62,983 | | | | | | 132,983 | | |
| Patricia L. Watkins | | | | | 60,000 | | | | | | 62,983 | | | | | | 122,983 | | |
| Patricia Howell | | | | | 60,000 | | | | | | 62,983 | | | | | | 122,983 | | |
| Suzanne Muchin(2) | | | | | 60,000 | | | | | | 63,021 | | | | | | 123,021 | | |
OUR BOARD RECOMMENDS A VOTE “FOR” approval of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal 1. |
The following table sets out certain information with respect to the beneficial ownership of the voting securities of the Company, as of May 19, 2023,January 31, 2024, for:
· | each person who we know beneficially owns more than 5% of any class of our voting securities; |
· | each of our directors; |
· | each of our named executive officers; and |
· | all of our directors and executive officers as a group. |
Percentage ownership is based on 46,083,78785,112,928 shares of Class A common stock outstanding and 10,357,8229,357,822 shares of Class B common stock outstanding, in each case, as of May 19, 2023.
The table below does not reflect 5,028,183 shares of Class A Common Stock issuable upon exercise of outstanding warrants for Ordinary Preferred Stock. Each of the holders of the warrants for Ordinary Preferred Stock have entered into standstill agreements pursuant to which they have agreed not to exercise their respective warrants for Ordinary Preferred Stock until after the Company’s annual meeting of stockholders to be held in 2024. The shares subject to the warrants for Ordinary Preferred Stock are subject to a voting proxy, dated November 18, 2021, granted in favor of Mr. Li.
We have determined beneficial ownership in accordance with the rules of the SEC. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares subject to options, or other rights, held by such person that are currently exercisable or convertible, or will become exercisable or convertible or will vest within 60 days of the date of May 19, 2023,January 31, 2024, are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person.
Unless otherwise indicated, the address of all listed stockholders is c/o Knightscope, Inc., 1070 Terra Bella Avenue, Mountain View, California 94043. Except as indicated by the footnotes below, we believe that the persons and entities named in the table below have sole voting and investment power with respect to all securities that they beneficially own, subject to applicable community property laws.
| | | | Class A Common Stock Beneficially Owned | | | Class B Common Stock Beneficially Owned | | | Series A Preferred Stock Beneficially Owned | | | Series B Preferred Stock Beneficially Owned | | | Series m-2 Preferred Stock Beneficially Owned | | | Combined Voting Power(1) | | ||||||||||||||||||||||||||||||||||||||||||||||||
| Name of Beneficial Owner | | | Number | | | % | | | Number | | | % | | | Number | | | % | | | Number | | | % | | | Number | | | % | | | | | | | | ||||||||||||||||||||||||||||||
| 5% Stockholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| William (“Bill”) Santana Li(2)(3) | | | | | 806,770 | | | | | | 1.7% | | | | | | 7,300,000 | | | | | | 68.5% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 34.2% | | |
| Stacy Dean Stephens | | | | | — | | | | | | — | | | | | | 3,000,000 | | | | | | 29.0% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14.1% | | |
| NetPosa Technologies (Hong Kong) Limited(4) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,450,860 | | | | | | 70.0% | | | | | | — | | | | | | — | | | | | | 11.5% | | |
| F50 Ventures Fund LP(5) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 559,785 | | | | | | 39.5% | | | | | | 183,248 | | | | | | 5.2% | | | | | | — | | | | | | — | | | | | | 3.5% | | |
| Lab IX(6) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 223,914 | | | | | | 15.8% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1.1% | | |
| Godfrey Sullivan(7) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 158,452 | | | | | | 11.2% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
| V Swaminathan(8) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 111,957 | | | | | | 7.9% | | | | | | 73,525 | | | | | | 2.1% | | | | | | — | | | | | | — | | | | | | * | | |
| Brett Hershey(9) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 111,957 | | | | | | 7.9% | | | | | | 61,300 | | | | | | 1.8% | | | | | | — | | | | | | — | | | | | | * | | |
| Andrew M. Brown(10) | | | | | 1,153,383 | | | | | | 2.5% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
| Andrew M. Brown Family Protection Trust(11) | | | | | 1,242,424 | | | | | | 2.7% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
| Series Knightscope LLC F50 Global Syndicate Fund LLC(12) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 434,733 | | | | | | 12.4% | | | | | | — | | | | | | — | | | | | | 2.0% | | |
| AIDS Healthcare Foundation(13) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 270,060 | | | | | | 7.7% | | | | | | 150,000 | | | | | | 93.8% | | | | | | 2.0% | | |
| Equity Trust Company(14) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,000 | | | | | | 6.2% | | | | | | * | | |
| Named Executive Officers and Directors: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| William (“Bill”) Santana Li(2)(3) | | | | | 806,770 | | | | | | 1.7% | | | | | | 7,300,000 | | | | | | 68.5% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 34.2% | | |
| Mallorie Burak(15) | | | | | 510,413 | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
| Mercedes Soria(2)(3) | | | | | 806,770 | | | | | | 1.7% | | | | | | 7,300,000 | | | | | | 68.5% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 33.0% | | |
| Linda Keene Solomon(15) | | | | | 40,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
| Patricia L. Watkins(15) | | | | | 40,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | ��� | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
| Patricia Howell(15) | | | | | 40,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
| All executive officers and directors as a group (12 individuals)(2)(16) | | | | | 2,483,536 | | | | | | 5.1% | | | | | | 10,600,000 | | | | | | 96.7% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 48.5% | | |
Class A Common Stock Beneficially Owned | Class B Common Stock Beneficially Owned | Series A Preferred Stock Beneficially Owned | Series B Preferred Stock Beneficially Owned | Series m-2 Preferred Stock Beneficially Owned | Series S Preferred Stock Beneficially Owned | Combined Voting Power(1) | ||||||||||||||||||||||||||||||||||||||||||||||
Name of Beneficial Owner | Number | % | Number | % | Number | % | Number | % | Number | % | Number | % | ||||||||||||||||||||||||||||||||||||||||
5% Stockholders: | ||||||||||||||||||||||||||||||||||||||||||||||||||||
William (“Bill”) Santana Li | 2,236,307 | (2) | 2.6 | % | 7,000,000 | 74.8 | % | – | – | – | – | – | – | – | – | 27.9 | % | |||||||||||||||||||||||||||||||||||
NetPosa Technologies (Hong Kong) Limited(3) | – | – | – | – | – | – | 2,450,860 | 70.0 | % | – | – | – | – | 13.0 | % | |||||||||||||||||||||||||||||||||||||
Stacy Dean Stephens(4) | 1,147,491 | 1.3 | % | 2,000,000 | 21.4 | % | – | – | – | – | – | – | – | – | 8.4 | % | ||||||||||||||||||||||||||||||||||||
F50 Ventures Fund LP(5) | – | – | – | – | 559,785 | 39.5 | % | 183,248 | 5.2 | % | – | – | – | – | 3.5 | % | ||||||||||||||||||||||||||||||||||||
Series Knightscope LLC F50 Global Syndicate Fund LLC(6) | – | – | – | – | – | – | 434,733 | 12.4 | % | – | – | – | – | 2.3 | % | |||||||||||||||||||||||||||||||||||||
AIDS Healthcare Foundation(7) | – | – | – | – | – | – | 270,060 | 7.7 | % | 150,000 | 93.8 | % | – | – | 2.3 | % | ||||||||||||||||||||||||||||||||||||
Lab IX(8) | – | – | – | – | 223,914 | 15.8 | % | – | – | – | – | – | – | 1.0 | % | |||||||||||||||||||||||||||||||||||||
V Swaminathan(9) | – | – | – | – | 111,957 | 7.9 | % | 73,525 | 2.1 | % | – | – | – | – | * | |||||||||||||||||||||||||||||||||||||
Brett Hershey(10) | – | – | – | – | 111,957 | 7.9 | % | 61,300 | 1.8 | % | – | – | 12,500 | * | * | |||||||||||||||||||||||||||||||||||||
Godfrey Sullivan(11) | – | – | – | – | 158,452 | 11.2 | % | – | – | – | – | 31,250 | 1.2 | % | * | |||||||||||||||||||||||||||||||||||||
Equity Trust Company(12) | – | – | – | – | – | – | – | – | 10,000 | 6.3 | % | – | – | * | ||||||||||||||||||||||||||||||||||||||
Named Executive Officers and Directors: | ||||||||||||||||||||||||||||||||||||||||||||||||||||
William (“Bill”) Santana Li | 2,236,307 | (2) | 2.6 | % | 7,000,000 | 74.8 | % | – | – | – | – | – | – | – | – | 27.9 | % | |||||||||||||||||||||||||||||||||||
Mallorie Burak(13) | 717,143 | * | – | – | – | – | – | – | – | – | – | – | * | |||||||||||||||||||||||||||||||||||||||
Mercedes Soria | 2,236,307 | (2) | 2.6 | % | 7,000,000 | 74.8 | % | – | – | – | – | – | – | – | – | 27.9 | % | |||||||||||||||||||||||||||||||||||
Apoorv S. Dwivedi | 250 | * | – | – | – | – | – | – | – | – | – | – | * | |||||||||||||||||||||||||||||||||||||||
William G Billings(14) | 101,106 | * | – | – | – | – | – | – | – | – | – | – | * | |||||||||||||||||||||||||||||||||||||||
Robert A. Mocny(14) | 100,200 | * | – | – | – | – | – | – | – | – | – | – | * | |||||||||||||||||||||||||||||||||||||||
Melvin W. Torrie(14) | 100,000 | * | – | – | – | – | – | – | – | – | – | – | * | |||||||||||||||||||||||||||||||||||||||
All executive officers and directors as a group (9 individuals)(15) | 5,578,950 | 6.2 | % | 9,000,000 | 96.2 | % | – | – | – | – | – | – | – | – | 36.3 | % |
* Represents beneficial ownership of less than 1%.
(1) | Represents the percentage of voting power with respect to all shares of the Company’s outstanding capital stock as if converted to Class A common stock or Class B common stock, as applicable, voting as a single class. The holders of Series A preferred stock, Series B preferred stock, Series m-2 preferred stock and Class B common stock are entitled to 10 votes per share. The holders of our Series S preferred stock, Series m preferred stock, Series m-1 preferred stock, Series m-3 preferred stock, Series m-4 preferred stock and Class A common stock are entitled to one vote per share. There were no outstanding shares of Series m-1, Series m-3, or Series m-4 Preferred Stock outstanding as of January 31, 2024 or as of the Record Date. There were no holders of Series m Preferred Stock who held 5% of any class of our voting securities or who was one of our directors, named executive officers, or executive officers as of January 31, 2024. Combined voting power does not include shares underlying options or warrants convertible into shares of Class A common stock or Class B common stock. |
(2) | Consists of 1,054,461 shares of Class A common stock underlying stock options that are currently exercisable or exercisable within 60 days of January 31, 2024, held by Mr, Li, and 1,181,846 shares of Class A common stock underlying stock options that are currently exercisable or exercisable within 60 days of January 31, 2024, held by Ms. Soria, who is Mr. Li’s wife. |
(3) | The address for NetPosa Technologies (Hong Kong) Limited is Suite 1023, 10/F, Ocean Centre, 5 Canton Road, Tsim Sha Tsui, Kowloon Hong Kong. |
(4) | Includes 147,491 shares of Class A common stock underlying stock options that are currently exercisable or exercisable within 60 days of January 31, 2024, held by Mr. Stephens. |
(5) | The address for F50 Ventures Fund LP is 2132 Forbes Avenue, Santa Clara, California 95050. |
(6) | The address for Series Knightscope LLC F50 Global Syndicate Fund LLC is 2625 Middlefield Road, Ste. 414, Palo Alto, California 94301. |
(7) | The address for AIDS Healthcare Foundation is 6255 Sunset Boulevard, 21st Floor, Los Angeles, California 90028. |
(8) | The address for Lab IX is 6201 America Center Drive, San Jose, California 95002. |
(9) | The address for Mr. Swaminathan is 3 Via Di Lugano, Henderson, Nevada 890113. |
(10) | The address for Mr. Hershey is c/o Walden Woods Holdings LLC, 900 Tanglewood Drive, Concord, Massachusetts 01742. |
(11) | The address for Mr. Sullivan is 20400 Stevens Creek Blvd., Suite 750, Cupertino, California 95014. |
(12) | Represents securities held by Equity Trust Company FBO Tiffany Thy Tran Roth IRA. The address for Equity Trust Company FBO Tiffany Thy Tran Roth IRA is 1 Equity Way, Westlake, Ohio 44145. |
(13) | Represents stock options that are currently exercisable or exercisable within 60 days of January 31, 2024. |
(14) | Includes 100,000 shares of Class A common stock underlying stock options that are currently exercisable or exercisable within 60 days of January 31, 2024. |
(15) | Consists of (a) 1,001,556 shares of Class A common stock, (b) 4,577,394 shares of Class A common stock underlying stock options that are currently exercisable or exercisable within 60 days of January 31, 2024, and (c) 9,000,000 shares of Class B common stock. |
We have adopted a practice called “householding.” This practice allows us to deliver only one copy of certain of our stockholder communications (such as the notice regarding the internet availability of proxy materials, our annual reports, or our proxy materials) to stockholders who have the same address and last name and who do not participate in email delivery of these materials, unless one or more of these stockholders notifies us that he or she would like to receive an individual copy of these notices or materials. If you share an address with another stockholder and receive only one set of proxy-related materials and would like to request a separate copy for this year’s AnnualSpecial Meeting or for any future meetings or stockholder communications, please send your written request to Knightscope, Inc., 1070 Terra Bella Avenue, Mountain View, California 94043, Attention: Secretary, or call us at (650) 924-1025. Upon written or oral request, we will promptly deliver a separate copy to you. Similarly, you may also contact us through either of these methods if you receive multiple copies of proxy-related materials and other stockholder communications and would prefer to receive a single copy in the future.
A stockholder who would like to have a proposal considered for inclusion in our 2024 proxy statement in connection with our 2024 annual meeting of stockholders (the “2024 Annual Meeting) pursuant to SEC Rule 14a-8 must submit the proposal so that it is received by us no later than February 10,9, 2024, unless the date of our 2024 Annual Meeting is more than 30 days before or after July 20, 2024, in which case the proposal must be received a reasonable time before we begin to print and send our proxy materials. SEC rules set standards for eligibility and specify the types of stockholder proposals that may be excluded from a proxy statement. Stockholder proposals should be addressed to Knightscope, Inc., 1070 Terra Bella Avenue, Mountain View, California 94043, Attention: Secretary.
For a shareholderstockholder proposal that is submitted for presentation at the 2024 Annual Meeting and is not intended to be included in our proxy statement asvia the process described above, or for any nomination of a director to our Board, the shareholder must deliver a proxy statement andproxies named in the form of proxy in connection with the 2024 Annual Meeting will be entitled to holders of a sufficient number of shares of our common stock to approveexercise discretionary authority on that proposal and giveunless we receive notice to us no later thanof the matter on or before April 24, 2024. If the date of the 2024 Annual Meeting of Shareholders is moved more than 30 days before or after the anniversary date of this year’s Annual Meeting,July 20, 2024, the deadline is instead a reasonable time before we mail the proxy materials.
Nomination of Director Candidates:
You may propose director candidates for consideration by the Board. Any such recommendations should include the nominee’s name and qualifications for Board membership and should be directed to our Secretary at the address of our principal executive offices set forth above.In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than May 21, 2024. In addition, Rule 14a-19 under the Exchange Act requires additional information be included in director nomination notices, including a statement that the stockholder intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors. If any change occurs with respect to such stockholder’s intent to solicit the holders of shares representing at least 67% of such voting power, such stockholder must notify us promptly.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING ELECTRONICALLY, WE URGE YOU TO SUBMIT A PROXY STATEMENT | 30
By Order of the Board of Directors, | |||||
/s/ William Santana Li | |||||
William Santana Li | |||||
Chairman, | |||||
February 23, 2024 |
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KNIGHTSCOPE, INC. | 2023 PROXY STATEMENT | 31
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The 2023 Annual2024 Special Meeting of Stockholders of Knightscope, Inc. will be held onThursday, July 20, 2023on April 5, 2024 at 1:00 pm Pacific Time, virtually via the internet at www.meetnow.global/MMK2GSH.Tomeetnow.global/MKJY7VJ. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.Importantform. Important notice regarding the Internet availability of proxy materials for the AnnualSpecial Meeting of Stockholders.TheStockholders. The material is available at: www.envisionreports.com/KSCPSmallKSCP_SP Small steps make an impact.Helpimpact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/KSCPIFKSCP_SP IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.Knightscope,ENVELOPE Knightscope, Inc.+Notice of 2023 Annual2024 Special Meeting of StockholdersProxyStockholders Proxy Solicited by Board of Directors for AnnualSpecial Meeting — July 20, 2023Mallorie Burak- April 5, 2024 at 1:00 p.m. Pacific Time William Santana Li and Peter M. Weinberg,Apoorv Dwivedi, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the AnnualSpecial Meeting of Stockholders of Knightscope, Inc. to be held on July 20, 2023April 5, 2024 or at any postponement, continuation or adjournment thereof.Sharesthereof. Shares represented by this proxy will be voted in the manner directed by the stockholder. If no such directions are indicated, the proxies will have authority to vote FOR each of the nominees for election as directors as set forth in ProposalProposals 1 and FOR Proposal 2.In their discretion, the2. Such proxies are authorized to vote uponin their discretion on any matter that the Board did not know would be presented at the Special Meeting of Stockholders by a reasonable time before the proxy solicitation was made, and on such other business as may be properly comebrought before the meeting.(Itemsmeeting or any postponement, continuation, or adjournment thereof. (Items to be voted appear on reverse side)CNon-Voting ItemsChange . Change of Address —- Please print new address below.Comments —below. Comments - Please print your comments below.+ C Non-Voting Items
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