KSCP 8-K
Knightscope, Inc. (KSCP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On August 16, 2024, Knightscope, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved, among other matters, amendments to the Company’s amended and restated certificate of incorporation, as amended, to effect (i) a reverse stock split of the Company’s Class A Common Stock at a ratio ranging from any whole number between 1-for-5 and 1-for-50, and (ii) a reverse stock split of the Company’s Class B Common Stock at a ratio ranging from any whole number between 1-for-5 and 1-for-50, in each case with the exact ratio as determined by the Company’s board of directors (the “Board”) in its discretion, subject to the Board’s authority to abandon such amendments.
On September 4, 2024, the Board approved a reverse stock split of the Class A Common Stock at a final ratio of 1-for-50 and a reverse stock split of the Class B Common Stock at a final ratio of 1-for-50 (together, the “Reverse Stock Split”) and abandoned all other reverse stock split amendments at different ratios. The Reverse Stock Split is expected to become effective at 5:00 p.m. Eastern Time on September 13, 2024, following the filing of a related Certificate of Amendment with the Secretary of State of the State of Delaware. The Class A Common Stock is expected to commence trading on a split-adjusted basis when the markets open on September 16, 2024, under the existing trading symbol “KSCP.” The new CUSIP number for the Class A Common Stock following the Reverse Stock Split will be 49907V 201.
No fractional shares of either Class A Common Stock or Class B Common Stock will be issued if, as a result of the Reverse Stock Split, a stockholder would otherwise become entitled to a fractional share because the number of shares of Class A Common Stock or Class B Common Stock, as applicable, that they hold before the Reverse Stock Split is not evenly divisible by the split ratio. Instead, each stockholder will be entitled to receive a cash payment in lieu of such fractional share. The cash payment to be paid will be equal to the fraction of a share to which such stockholder would otherwise be entitled multiplied by the closing price per share as reported by The Nasdaq Capital Market (as adjusted to give effect to the Reverse Stock Split) on September 13, 2024.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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. Forward-looking statements contained in this Current Report on Form 8-K include without limitation statements regarding the effective date of the Reverse Stock Split and the trading of the Class A Common Stock on a split-adjusted basis. Although the Company believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks, uncertainties and other important factors that could cause actual results to differ materially from such forward-looking statements, including without limitation the risks, uncertainties, and important factors discussed under the heading “Risk Factors” in the Company’s Proxy Statement and its Annual Report on Form 10-K for the year ended December 31, 2023, as updated by its other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of the document in which they are contained, and the Company does not undertake any duty to update any forward-looking statements, except as may be required by law.
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: September 11, 2024 | By: | /s/ William Santana Li |
| Name: | William Santana Li | |
| Title: | Chairman, Chief Executive Officer and President | |