Knightscope, Inc. — Capital/Financing Update 2017

Dec 13, 2017

1-U 1 tv481359_1u.htm 1-U

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 1-U

Current Report Pursuant to Regulation A

Date of Report: December 12, 2017

(Date of earliest event reported)

Knightscope, Inc.

(Exact name of registrant as specified in its charter)

Delaware	32-0487554
(State or other incorporation)	(I.R.S. Employer Identification No.)

1070 Terra Bella Avenue

Mountain View, CA 94043

(Full mailing address of principal executive offices)

(650) 924-1025

(Issuer’s telephone number, including area code)

Series m Preferred Stock

(Title of each class of securities issued pursuant to Regulation A)

Item 9. Other Events.

On December 12, 2017, Knightscope, Inc. (the “ Company ”) filed an Amended and Restated Certificate of Incorporation (the “ Restated Certificate ”) with the Secretary of State of the State of Delaware to, among other things, (i) increase the number of authorized shares of Class A Common Stock, par value $0.001 per share, to a total of 80,000,000 shares, (ii) increase the number of authorized shares of Class B Common Stock, par value $0.001 per share, to a total of 30,000,000 shares, (iii) increase the number of authorized shares of Preferred Stock, par value $0.001 per share, to a total of 25,794,930 shares, (iv) decrease the number of authorized shares of Series A Preferred Stock, par value $0.001 per share, to a total of 8,936,015 shares, (v) decrease the number of authorized shares of Series B Preferred Stock, par value $0.001 per share, to a total of 4,707,501 shares, (vi) create a new series of Preferred Stock, designated Series m-1 Preferred Stock, par value $0.001 per share, consisting of 333,334 authorized shares, (vii) create a new series of Preferred Stock, designated Series m-2 Preferred Stock, par value $0.001 per share, consisting of 1,660,756 authorized shares, (viii) create a new series of stock, designated Series m-3 Preferred Stock, par value $0.001 per share, consisting of 3,490,658 authorized shares, (ix) establish the rights, preferences, privileges and restrictions of the Class A Common Stock, Class B Common Stock and the Preferred Stock, and (x) make certain other changes as are set forth in the Restated Certificate (the “ Amended Class Structure ”), effective as of December 12, 2017. The Restated Certificate effecting the Amended Class Structure is filed as Exhibit 2.1 to this Current Report on Form 1-U.

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SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Knightscope, Inc.
By:	\s\ William Santana Li
Name:	William Santana Li
Title:	Chief Executive Officer
Date: December 13, 2017

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Amended and Restated Certificate of Incorporation, filed December 12, 2017

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