Knightscope, Inc 10-Q for FY2022 Q2

Knightscope, Inc. (KSCP)

10-Q 2022-08-15 For: 2022-06-30

Added on April 07, 2026

About this 10-Q

Knightscope, Inc filed this 10-Q on August 15, 2022, covering the quarter ended June 30, 2022 (FY2022 Q2).

Headline figures

Quarter ended June 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.04M; up 14.3% from $912K a year earlier
Net income: $868K; compared with a net loss of $17.16M a year earlier
Diluted EPS: $0.02; compared with -$1.70 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Title of Each Class	Trading symbol	Name of Exchange on which registered
Class A Common Stock, par value $0.001 per share	KSCP	Nasdaq Global Market


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒	Emerging growth company ☒


		Page
Part I	Financial Information	5

Item 1.	Financial Statements	5

	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	5

	Condensed Statements of Operations for the three and six months ended June 30, 2022 and 2021 (Unaudited)	6

	Condensed Statements of Stockholders’ Deficit for the three and six months ended June 30, 2022 and 2021 (Unaudited)	7-8

	Condensed Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (Unaudited)	9

	Notes to Condensed Financial Statements (Unaudited)	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	32

Item 4.	Controls and Procedures	32

Part II	Other Information	34

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3.	Defaults Upon Senior Securities	34

Item 4.	Mine Safety Disclosures	34

Item 5.	Other Information	34

Item 6.	Exhibits	35

Signatures		36


	June 30,		December 31,
	2022		2021
ASSETS	(Unaudited)		(1)
Current assets:
Cash and cash equivalents	$	15,639	$	10,749
Restricted cash		—		100
Accounts receivable (net of allowance for doubtful accounts $147 as of June 30, 2022 and $250 as of December 31, 2021)		1,637		1,189
Prepaid expenses and other current assets		1,255		1,299
Total current assets		18,531		13,337

Autonomous Security Robots, net		3,959		2,971
Property, equipment and software, net		172		117
Operating lease right-of-use-assets		777		1,077
Other assets		78		78

Total assets	$	23,517	$	17,580

LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	1,237	$	1,514
Accrued expenses		585		1,191
Deferred revenue		1,544		889
Debt obligations		—		7,109
Operating lease liabilities		696		648
Other current liabilities		1,237		893
Total current liabilities		5,299		12,244

Preferred stock warrant liabilities		14,549		30,566
Operating lease liabilities		125		485
Total liabilities		19,973		43,295

Commitments and contingencies (Note 8)

Preferred stock, $0.001 par value; 43,405,324 shares authorized as of June 30, 2022 and December 31, 2021; 11,666,296 and 19,617,107 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively; aggregate liquidation preference of $38,671 as of June 30, 2022		36,620		57,218

Stockholders’ deficit:
Class A common stock, $0.001 par, 114,000,000 shares authorized as of June 30, 2022 and December 31, 2021; 26,085,487 and 5,936,929 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		26		6
Class B common stock, $0.001 par, 30,000,000 shares authorized as of June 30, 2022 and December 31, 2021, 10,362,170 and 13,131,197 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		10		13
Additional paid-in capital		89,314		30,745
Accumulated deficit		(122,426)		(113,697)
Total stockholders’ deficit		(33,076)		(82,933)
Total liabilities, preferred stock and stockholders’ deficit	$	23,517	$	17,580


	Three Months Ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Revenue, net	$	1,042		912	$	1,985		1,778
Cost of revenue, net		1,732		1,335		3,225		2,518
Gross loss		(690)		(423)		(1,240)		(740)

Operating expenses:
Research and development		2,075		1,528		3,913		2,655
Sales and marketing		1,509		3,562		4,998		6,631
General and administrative		2,960		1,120		5,286		1,665
Total operating expenses		6,544		6,210		14,197		10,951

Loss from operations		(7,234)		(6,633)		(15,437)		(11,691)

Other income (expense):
Change in fair value of warrant liabilities		8,125		(10,737)		15,647		(10,737)
Interest income (expense), net		1		(594)		(8,910)		(1,133)
Other income (expense), net		(24)		801		(29)		821
Total other income (expense)		8,102		(10,530)		6,708		(11,049)

Net income (loss) before income tax expense		868		(17,163)		(8,729)		(22,740)
Income tax (expense)		—		—		—		—
Net income (loss)		868		(17,163)		(8,729)		(22,740)
Preferred stock dividends		—		(184)		—		(359)
Net income (loss) attributable to common stockholders	$	868		(17,347)	$	(8,729)		(23,099)
Basic net income (loss) per common share	$	0.02		(1.70)	$	(0.26)		(2.27)
Diluted net income (loss) per common share	$	0.02		(1.70)	$	(0.26)		(2.27)
Weighted average shares used to compute basic net income (loss) per share		35,730,648		10,189,000		33,727,858		10,189,000
Weighted average shares used to compute diluted net income (loss) per share		49,675,996		10,189,000		33,727,858		10,189,000


	Series m			Series m‑1			Series m‑2			Series m‑3			Series S			Series A			Series B			Class A			Class B
	Preferred			Preferred			Preferred			Preferred			Preferred			Preferred			Preferred			common			common				Additional				Total
	stock			stock			stock			stock			stock			stock			stock			stock			stock				Paid-in-		Accumulative		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares		Amount		capital		Deficit		Deficit
March 31, 2022	2,037,910	$	5,292	—	$	—	826,666	$	2,480	—	$	—	2,855,743	$	23,118	4,308,812	$	1,864	3,557,371	$	7,217	23,877,817	$	24		10,378,251	$	10	$	84,586	$	(123,294)	$	(38,674)

Stock based compensation																														727				727

Stock options exercised																						54,745								105				105

Offering proceeds, net of issuance costs																														169				169

Share conversion to common stock	(105,889)		(275)				(666,666)		(2,000)				(72,339)		(586)	(1,059,708)		(458)	(15,604)		(32)	1,958,303		2		(16,081)				3,349				3,351

Proceeds from equity sale, net of issuance costs																						194,622								378				378

Net income																																868		868

Balance as of June 30, 2022	1,932,021	$	5,017	—	$	—	160,000	$	480	—	$	—	2,783,404	$	22,532	3,249,104	$	1,406	3,541,767	$	7,185	26,085,487	$	26		10,362,170	$	10	$	89,314	$	(122,426)	$	(33,076)


ASRs on lease or available for lease	$	7,398	$	6,489
Demonstration ASRs		600		585
Research and development ASRs		320		320
Docking stations		337		301
		8,655		7,695
Less: accumulated depreciation		(7,154)		(6,192)
Finished ASRs, net	$	1,501	$	1,503


	Three Months Ended		Three Months Ended
	June 30, 2022		June 30, 2021
Point in time	$	31	$	6
Transferred over time		1,011		906
	$	1,042	$	912


	Six Months Ended		Six Months Ended
	June 30, 2022		June 30, 2021
Point in time	$	46	$	25
Transferred over time		1,939		1,753
	$	1,985	$	1,778


	June 30, 2022		December 31, 2021
Deferred revenue - short term	$	1,544	$	889
Revenue recognized in the six months ended related to amounts included in deferred revenue as of the beginning of the year.	$	621


	Total		Level 1		Level 2		Level 3
June 30, 2022
Assets
Cash equivalents:
Money market funds	$	13,024	$	13,024	$	—	$	—
Liabilities
Warrant liability – Series m-3 Preferred Stock	$	2,388	$	—	$	—	$	2,388
Warrant liability – Series S Preferred Stock	$	12,161	$	—	$	—	$	12,161


	June 30,		June 30,
Warrant liability	2022		2021
Beginning Balance	$	30,566	$	5,617
Warrants exercised		(370)		—
Revaluation of Series m-3 and S Preferred Stock warrants		(15,647)		10,737
Warrants expired		—		(14)
Ending Balance	$	14,549	$	16,340


					Weighted
			Weighted		Average
	Shares	Number of	Average		Remaining	Aggregate
	Available for	Shares	Exercise		Contractual	Intrinsic
	Grant	Outstanding	Price		Life (Years)	Value(000's)
Available and outstanding as of December 31, 2021	216,003	8,799,415	$	3.07	8.12	$	60,924
Granted	(100,000)	100,000		10.00
Exercised		(152,746)		1.33
Expired	11,666	(11,666)		2.34
Forfeited	468,000	(468,000)		3.87
Available and outstanding as of June 30, 2022	595,669	8,267,003	$	3.15	7.60	$	10,630
Vested and exercisable as of June 30, 2022		4,230,115	$	1.22	6.66	$	7,522
Awards expected to vest as of June 30, 2022		4,036,888	$	5.17	8.59	$	3,108


Class of shares	Number of Warrants		Exercise Price	Expiration Date
Series m-3 Preferred Stock	1,432,786	$	4.0000	December 31, 2024
Series S Preferred Stock	2,941,814	$	4.5000	December 31, 2024
Series S Preferred Stock	1,500,000	$	8.0000	July 31, 2024


		June 30,
		2022
Series A Preferred Stock		3,249,104
Series B Preferred Stock		3,541,767
Series m Preferred Stock		1,932,021
Series m-2 Preferred Stock		160,000
Series S Preferred Stock		2,783,404
Stock options to purchase common stock		8,267,003
Warrants outstanding for future issuance of convertible preferred stock and common stock		5,874,600
Stock options available for future issuance		595,669
Total shares of common stock reserved		26,403,568


	Three months ended				Six months ended
	June 30,				June 30,
	2022		2021		2022		2021
Risk-free interest rate	—	%	1.09	%	0.96	%	0.98	%
Expected dividend yield	—	%	—	%	—	%	—	%
Expected volatility	—	%	52.66	%	53.84	%	52.12	%
Expected term (in years)	—		6.03		6.08		6.03


Years ending December 31,	Amount
2022 (remaining)	$	377
2023		507
Total future minimum lease payments		884
Less - Interest		(63)
Present value of lease liabilities	$	821


	Three months ended June 30,
	2022		% of Revenue	2021		% of Revenue
Revenue, net	$	1,042	100	$	912	100
Cost of revenue, net		1,732	166		1,335	146
Gross loss		(690)	(66)		(423)	(46)
Research & development		2,075	199		1,528	168
Sales & marketing		1,509	145		3,562	391
General & administrative		2,960	284		1,120	123
Total operating expenses		6,544	628		6,210	681
Loss from operations		(7,234)	(694)		(6,633)	(727)
Interest income (expense), net		1	—		(594)	(65)
Change in fair value of warrant liabilities		8,125	780		(10,737)	(1,177)
Other income (expense), net		(24)	(2)		801	88
Total other income (expense)		8,102	778		(10,530)	(1,155)
Net income (loss) before income tax		868	83		(17,163)	(1,882)
Income tax expense		—	—		—	—
Net income (loss)		868	83	$	(17,163)	(1,882)


	Three Months Ended
	June 30
	2022		2021		$ Change		% Change
Change in fair value of warrant liability	$	8,125	$	(10,737)	$	18,862	176	%
Interest income (expense), net		1		(594)		595	100	%
Other income (expenses), net		(24)		801		(825)	(103)	%
Total other income (expense)	$	8,102	$	(10,530)	$	18,632	177	%

Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 2.1 to Knightscope, Inc.’s Regulation A Offering Statement on Form 1-A (File No. 024-11004)).

3.2		Bylaws (incorporated by reference to Exhibit 2.2 to Knightscope, Inc.’s Regulation A Offering Statement on Form 1-A (File No. 024-11004)).

10.1		Common Stock Purchase Agreement, dated April 4, 2022, by and between Knightscope, Inc. and B. Riley Principal Capital, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 6, 2022).

10.2*		Amendment No. 1 to Common Stock Purchase Agreement, dated April 11, 2022, by and between Knightscope, Inc. and B. Riley Principal Capital, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 12, 2022).

10.3		Registration Rights Agreement, dated April 4, 2022, by and between Knightscope, Inc. and B. Riley Principal Capital, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 6, 2022).

10.4**		Knightscope, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 28, 2022).

31.1†		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2†		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1+		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2+		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS†		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH†		XBRL Taxonomy Extension Schema Document

101.CAL†		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF†		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB†		XBRL Taxonomy Extension Label Linkbase Document

101.PRE†		XBRL Taxonomy Extension Presentation Linkbase Document

104†		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)


	KNIGHTSCOPE, INC.

	By:	/s/ William Santana Li
	Name:	William Santana Li
	Title:	Chairman and Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Mallorie Burak
	Name:	Mallorie Burak
	Title:	Executive Vice President, Chief Financial Officer
		(Principal Financial Officer)


Dated: August 15, 2022	By:	/s/ William Santana Li
		Name:	William Santana Li
		Title:	Chief Executive Officer
			(Principal Executive Officer)