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Item 9A. Controls and Procedures

2026-03-27 compared with 2025-03-31 · 329 added, 43 removed, 119 unchanged (76% of the section changed)

11 unchanged sentences

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2024 that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2025 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

5 unchanged sentences

Directors, Executive Officers and Corporate Governance

Information concerning our executive officers and members of our Board of Directors is set forth below.

Title/Position

William Santana Li

Chairman, Chief Executive Officer and President

EVP, Chief Financial Officer, and Secretary

Mercedes Soria

EVP and Chief Intelligence Officer / Chief Information Security Officer

EVP and Chief Design Officer

Billings (1)(2)

Torrie (1)(2)

(1) Member of the Audit Committee of the Board of Directors.

(2) Member of the Compensation Committee of the Board of Directors.

Executive Officers

William Santana Li has served as the Company's Chairman and Chief Executive Officer (“CEO”) since April 2013, when he co-founded the Company, and its President since January 2024.

Li is an American entrepreneur with over 30 years of experience from working in the global automotive sector and founding and leading a number of startups.

From 1990 to 1999, Mr.

Li held multiple business and technical positions at Ford Motor Company across four continents.

His positions at Ford ranged from component, systems, and vehicle engineering with the Visteon, Mazda, and Lincoln brands;

to business and product strategy on the U.S.

youth market, India, and the emerging markets in Asia-Pacific and South America;

as well as the financial turnaround of Ford of Europe.

In addition, he was on the “Amazon” team, which established an all-new modular plant in Brazil.

Subsequently, he served as Director of Mergers & Acquisitions.

Li founded and served as Chief Operating Officer of GreenLeaf LLC, a Ford Motor Company subsidiary that became the world’s second largest automotive recycler.

Under his leadership, GreenLeaf grew to more than 600 employees, 20 locations worldwide, and annual sales of approximately $150 million.

After successfully establishing GreenLeaf, Mr.

Li was recruited by SoftBank Venture Capital to establish and serve as the President and CEO of the Model E Corporation, a newly established automobile manufacturer that focused on the “Subscribe and Drive” model in California.

Li also founded Carbon Motors Corporation in 2003, and served as its Chairman and CEO until February 2013, which focused on developing the world’s first purpose-built law enforcement patrol vehicle.

Li earned a Bachelor of Science in Electrical Engineering from Carnegie Mellon University and a Master of Business Administration from the University of Detroit Mercy.

He is married to Mercedes Soria, the Company’s EVP and Chief Intelligence Officer / CISO.

The Board of Directors believes Mr.

Li is qualified to serve as a director due to his more than 30 years of experience in various industries, including as our Chairman and CEO, and founder of the Company.

Dwivedi has served as the Executive Vice President and Chief Financial Officer of the Company since January 2024, and Secretary since April 2024.

Dwivedi most recently served as the Chief Financial Officer of Nxu, Inc.

from January 2022 until December 2023.

Prior to his CFO role at Nxu, Dwivedi served as Director of Finance for Cox Automotive from 2019 to January 2022 where he successfully ran the Manheim Logistics business.

From 2018 to 2019, he was the Director of Presales within the finance solutions group at Workiva, and from 2010 to 2017 Mr.

Dwivedi served in several corporate finance roles of increasing responsibility at the General Electric Company across both the GE Capital and GE Industrial businesses.

Dwivedi began his career at ABN-AMRO, N.A.

and was instrumental in building one of the first data analytics teams at Sears Holdings Company.

Dwivedi earned his Bachelors in Finance from Loyola University – Chicago and his Master of Business Administration from Yale School of Management.

Mercedes Soria has served as our Executive Vice President and Chief Intelligence Officer since May 2013 and our CISO since April 2024, and has been with Knightscope since April 2013.

Soria is a technology professional with over 15 years of experience in systems development, life cycle management, project leadership, software architecture and web applications development.

Soria led IT strategy development at Carbon Motors Corporation from 2011 until 2013.

From 2002 to 2010, Ms.

Soria was Channel Manager and Software Development Manager for internal operations at Deloitte & Touche LLP.

From 1998 to 2002, Ms.

Soria worked as a software developer at Gibson Musical Instruments leading the

effort to establish its online presence.

Soria obtained Bachelor of Science and Master of Science degrees in Computer Science from Middle Tennessee State University with honors, as well as an Executive Master of Business Administration from Emory University.

She is also a certified Six Sigma green belt professional and a member of the Society of Hispanic Professional Engineers.

She is married to William Santana Li, the Company’s Chairman, Chief Executive Officer and President.

Aaron Lehnhardt has served as our Chief Design Officer since November 2015.

Previously, from the Company’s inception in April 2013 until November 2015, Mr.

Lehnhardt served as Chief Designer of the Company.

From 2002 to April 2013, Mr.

Lehnhardt was the co-owner of Lehnhardt Creative LLC where he worked on advanced propulsion vehicle design, personal electronics, product design, video game design, and concept development work.

From 2004 to 2011, Mr.

Lehnhardt was Chief Designer at California Motors (“Calmotors”), where he led the design for various concepts for HyRider hybrid vehicles, the Calmotors 1000 horsepower hybrid super car, Terra Cruzer super off-road vehicle, multiple vehicles for the U.S.

Military, and various other hybrid and electric vehicles.

He was also the lead designer and partner of Ride Vehicles LLC, a sister company to Calmotors, which worked on a 3-wheeled, standup personal mobility vehicle.

William Santana Li’s background information is set forth under “Executive Officers” above.

Billings has served as a director since February 2024.

He has served as Chief Accounting Officer of Chewy, Inc.

since August 2024, where he oversees the Company’s accounting and finance operations.

On July 3, 2025, the Board of Directors appointed Mr.

Billings to serve as Chewy’s interim Chief Financial Officer (interim Principal Financial Officer), in addition to his role as Chief Accounting Officer and principal accounting officer.

Previously, Mr.

Billings served as Vice President of Finance and Chief Accounting Officer of GlobalFoundries, one of the world’s leading semiconductor manufacturers, from November 2021 to July 2024, where he oversaw global finance and accounting operations.

Prior to joining GlobalFoundries, he served as Vice President of Accounting and Chief Accounting Officer of Coursera, an online course provider, from August 2021 to November 2021.

Before that, Mr.

Billings served as Global Corporate Controller of Airbnb, Inc., an online marketplace for lodging and tourism activities, from July 2019 to August 2021.

From November 2015 to July 2019, he served as Vice President of Finance and Global Controller at World Fuel Services Corporation, an energy, commodities, and services company, and from November 2013 to October 2015 he served as Global Technical Controller of General Electric Company, a multinational energy, equipment, solutions, and services company.

Billings is a certified public accountant and holds a Bachelor of Science degree in accounting from Southern University and A&M College and a Master of Business Administration degree from Rice University.

The Board of Directors believes Mr.

Billings is qualified to serve as a director due to his extensive experience in finance, accounting, and operations across complex, global organizations.

Mocny has served as a director since February 2024.

He has been a strategic advisor to the Biometrics Institute Limited since May 2020, a venture partner at Ridge Lane, LP since May 2020, a principal at Deep Water Point & Associates since May 2020, and has provided technical expertise to the Center for National Security and Immigration on immigration related legislation since June 2021.

He previously served in various roles at the U.S.

Department of Homeland Security (the “DHS”) from April 2001 to February 2020, most recently as the deputy director of technology and innovation at the Federal Protective Service of the DHS from October 2016 to February 2020.

Prior to the DHS, Mr.

Mocny served at the Immigration and Naturalization Service of the Department of Justice from December 1992 to April 2001, culminating in his role as the Special Assistant to the Deputy Commissioner from April 1998 to April 2001.

Mocny has spearheaded numerous technology innovation initiatives, including office automation software programs and the development of the Secure Electronic Network for Travelers Rapid Inspection (or “SENTRI”) program, which was recognized with a Hammer Award by Vice President Al Gore and is now one of the core Trusted Traveler programs operated by DHS.

Mocny holds a Bachelor of Arts in Soviet Studies from the University of California at Santa Barbara.

The Board of Directors believes Mr.

Mocny is qualified to serve as a director due to his significant security, law enforcement and government experience and technological expertise.

Torrie has served as a director since February 2024.

He has served as the chief executive officer, president, and chairman of the Board of Directors of Autonomous Solutions Inc.

(“ASI”) since November 2000.

ASI was founded in 2000 as a spinoff from Utah State University and provides technology to create fully autonomous vehicles by retrofitting existing equipment.

In his role at ASI, Mr.

Torrie has piloted robotic development partnerships with some of the largest vehicle manufacturers in the world.

Torrie has taught at Utah State University and is a frequent keynote speaker and trainer on the topics of artificial intelligence, machine learning, autonomous vehicles, industrial robotics, and leadership.

Torrie has a Bachelor of Science degree in electrical engineering and a Master of Science degree in computer science from Utah State University.

The Board of Directors believes Mr.

Torrie is qualified to serve as a director due to his significant experience in leadership and with technology, autonomous vehicles, and robotics.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company.

Based solely on the Company’s review of the reports that have been filed by or on behalf of such person in this regard, during the fiscal year ending December 31, 2025, all required reports were filed in a timely manner.

Family Relationships

There are no family relationships among any of our directors and executive officers, except that William Santana Li, our Chairman, Chief Executive Officer, and President, is married to Mercedes Soria, our Executive Vice President and Chief Intelligence Officer / CISO.

Corporate Governance

Code of Conduct

We have a written code of conduct in place that applies to all our employees and directors, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions.

We have a written code of conduct in place that applies to all our employees and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of our code of conduct is available on our website at https://ir.knightscope.com/corporate-governance/governance-overview.

We intend to use our website as a method of disclosing any change to, or waiver from, our code of conduct as permitted by applicable SEC and Nasdaq rules.

The information concerning our executive offers and directors required by this Item 10 is contained under the caption “Information about our Executive Officers and Directors” at the end of Part I of this Annual Report on Form 10-K.

The remaining information required by this item will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 annual meeting of stockholders and is incorporated herein by reference or will be set forth in an amendment to this Annual Report to be filed on Form 10-K/A with the SEC no later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Insider Trading Policy

Our Board of Directors has adopted an Insider Trading Compliance Policy governing the purchase, sale and other dispositions of our securities that applies to Company personnel, including directors, officers, employees, and other covered persons.

We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Amendment No.

Audit Committee

The Board of Directors has a separately-designated standing Audit Committee.

The Audit Committee operates under a written charter adopted by the Board of Directors.

A copy of the Audit Committee Charter is available under Corporate Governance on the Investor Relations page of the Company’s website at https://ir.knightscope.com/corporate-governance/governance-overview.

The members of the Audit Committee are Mr.

Billings, Mr.

Mocny, and Mr.

Billings serves as the Chair of the Audit Committee.

Our Board of Directors has determined that each of the directors serving on our Audit Committee is independent within the meaning of the rules of the Nasdaq Stock Market LLC (the “Nasdaq rules”)and Rule 10A-3 under the Exchange Act and meet the requirements for financial literacy under the Nasdaq rules.

In addition, our Board of Directors has determined that Mr.

Billings qualifies as an “audit committee financial expert” within the meaning of SEC regulations and applicable Nasdaq rules.

Executive Compensation

The information required by this item will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 annual meeting of stockholders and is incorporated herein by reference or will be set forth in an amendment to this Annual Report to be filed on Form 10-K/A with the SEC no later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

2025 Summary Compensation Table

The following table sets forth certain information with respect to total annual compensation for the years indicated for the Company’s named executive officers.

Name and Principal Position

William Santana Li

Chairman, Chief Executive Officer and President

Apoorv Dwivedi

EVP, Chief Financial Officer and Secretary

Mercedes Soria

EVP and Chief Intelligence Officer/CISO

(1) Amounts represent annual cash incentive bonuses earned by our named executive officers based on the achievement of certain pre-established metrics, as described below in the section titled “Annual Bonuses”.

Dwivedi, the amounts also represent a one-time bonus for an aggregate gross amount of $200,000, payable in two installments (i) $100,000 in January of 2025, and (ii) $100,000 following the finalization and completion of the Company’s financial model by Mr.

Dwivedi on March 31, 2025 and the Board of Director’s certification of such model.

(2) The named executive officers did not receive grants of stock options in 2025, as further discussed below in the section titled “Long-Term Equity Incentives.” Amounts reflect the aggregate grant date fair value of stock option grants made in 2024 computed in accordance with stock-based accounting rules (Financial Accounting Standards Board Accounting Standards Codification Topic 718 Stock Compensation).

Assumptions used in the calculations of these amounts are included in Note 6 to our financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2025.

(3) Amounts represent the incremental cost of the Company paying the employee portion of the named executive officers’ premiums for medical insurance, life insurance and short-term and long-term disability insurance.

Narrative Disclosure to 2025 Summary Compensation Table

The 2025 compensation program for the Company’s named executive officers was comprised of the following major elements:

(a) base salary; and (b) an annual, discretionary cash bonus.

These principal elements of compensation are described below.

Base Salaries

Base salary is provided as a fixed source of compensation for our named executive officers.

Adjustments to base salaries are reviewed annually by the Compensation Committee and may be adjusted from time to time to reflect promotions or other changes in the scope of breadth of the named executive officer’s role or responsibilities, as well as to maintain market competitiveness.

In 2025, the base salaries of Mr.

Soria, and Mr.

Dwivedi were $555,000, $400,000, and $400,000, respectively.

Annual Bonuses

Annual bonuses may be awarded based on qualitative and quantitative performance standards and are designed to reward performance of our named executive officers individually.

For 2025, the annual bonus was based on achievement of performance-based metrics and equal to 100% of the base salary for each of the Company’s named executive officers.

During 2025, the named executive officers delivered a number of operational and strategic accomplishments that strengthened the Company’s foundation for future growth.

Key achievements included (i) revenue growth and improved working-capital management, (ii) disciplined operating expense controls, (iii) continued investment in next-generation technologies and product platforms, (iv) strengthening of capital markets access and liquidity, (v) improvements to manufacturing and inventory management processes, and (vi) the implementation of enhanced financial and operational systems.

Additionally, Mr.

Dwivedi was granted a one-time bonus for an aggregate gross amount of $200,000, payable in two installments (i) $100,000 in January of 2025 , and (ii) $100,000 following the finalization and completion of the Company’s financial model by Mr.

Dwivedi on March 31, 2025 and the Board of Director’s certification of such model.

Long-Term Equity Incentives

Grants made under our 2022 Plan provide continual motivation for our officers, employees, consultants and directors to achieve our business and financial objectives, align their interests with the long-term interests of our stockholders, and provide a long-term retention incentive.

While none of named executive officers received option grants in 2025, each named executive officer held outstanding stock options as of December 31, 2025, as detailed in the “2025 Outstanding Equity Awards at Fiscal Year-End” below.

Other Elements of Compensation

Retirement Savings and Health and Welfare Benefits

We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements.

Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees.

All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including medical, dental and vision benefits;

medical and dependent care flexible spending accounts;

short-term and long-term disability insurance;

and life and accidental death & dismemberment insurance.

Our named executive officers are eligible for certain enhanced benefits under our executive-level medical insurance, life insurance and short-term and long-term disability insurance.

Equity Award Timing Policies and Practices

We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation.

In the event material nonpublic information becomes known to the Compensation Committee before granting an equity award, the Compensation Committee will consider such information and use its business judgment to determine whether to delay the grant of equity to avoid any appearance of impropriety.

There were no stock option grants made to any named executive officer during fiscal year 2025.

2025 Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information with respect to outstanding stock options held by our named executive officers at December 31, 2025.

Option Awards

Unexercisable

William Santana Li

Apoorv Dwivedi

Mercedes Soria

(1) The stock option vests and becomes exercisable as to 25% of the shares subject to the option on the first anniversary of the grant date, and vest as to the remaining shares in equal monthly installments over the subsequent 36 months, subject to continuous service as of each vesting date.

(2) Exercisable for shares of Class A Common Stock.

(3) The stock option vests and becomes exercisable as to 50% of the shares subject to the option on the first anniversary of the grant date, and 50% of the shares on the second anniversary of the grant date, subject to continuous service as of each vesting date.

(4) Exercisable for shares of Class B Common Stock, which can be subsequently converted to Class A Common Stock on a one-for-one basis.

Executive Compensation Arrangements

We have entered into employment agreements and confidential information agreements with each of our named executive officers.

Each employment agreement sets forth the terms and conditions of each named executive officer’s employment with the Company, including initial base salary, eligibility to earn an annual bonus, and eligibility to participate in employee benefit plans.

Under their employment agreements, each named executive officer is also eligible to receive severance payments and benefits upon certain qualifying terminations.

If during the period that is one year following a “change in control” (the “change in control period”) (i) the Company terminates the named executive officer’s employment with the Company for other than (A) “cause”, (B) death, or (C) “disability” or (ii) the named executive officer resigns for “good reason” (each, as defined in each named executive officer’s employment agreement), the named executive officer is entitled to receive (a) 12 months base salary (payable as a lump sum), (b) 100% of their target bonus (payable as a lump sum), (c) up to 12 months of COBRA reimbursements for themselves and their eligible dependents, and (d) full vesting acceleration of each equity award to the extent unvested;

provided that all performance goals and other vesting criteria will be deemed achieved at the greater of (x) actual achievement (if determinable) or (y) 100% of target levels, in each case unless otherwise specified in the applicable equity award agreement governing such equity award.

If the named executive officer’s employment with the Company terminates for other than (A) “cause”, (B) death, or (C) “disability” outside of a change in control period, the named executive officer is entitled to receive (a) 6 months base salary continuation, and (b) up to 6 months of COBRA reimbursements for themselves and their eligible dependents.

These severance payments and benefits are subject to the named executive officer executing and not revoking a separation agreement and release of claims.

2025 Director Compensation

For 2025, each non-employee director received an annual cash retainer of $15,000.

In addition, a director serving as the chairperson of a Board of Directors committee received an additional annual retainer of $2,500, except that the chairperson of the Audit Committee received an additional annual retainer of $6,500.

Each non-executive director is eligible to receive awards under the Company’s equity incentive plans as may be determined from time to time by the Board of Directors in its discretion.

Li does not receive compensation for his service on the Board of Directors.

The following table summarizes the total compensation earned by each of our non-employee directors who served during 2025.

(1) The fees presented represent the annual cash fees earned by each director.

(2) Each of our directors who were serving on the Board of Directors as of December 31, 2025 (Mr.

Billings, Mr.

Mocny, and Mr.

Torrie) held 2,000 stock options as of December 31, 2025.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee is or has been an officer or employee of Knightscope, Inc.

In addition, none of our executive officers serves or has served as a member of the Board of Directors, compensation committee or other Board or Directors committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management

The following table sets out certain information with respect to the beneficial ownership of the voting securities of the Company, as of February 11, 2026, 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;

● all of our directors and executive officers as a group.

Percentage ownership is based on 12,807,568 shares of Class A common stock outstanding and 335,746 shares of Class B common stock outstanding, in each case, as of February 11, 2026.

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 February 11, 2026 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., 305 North Mathilda Avenue, Sunnyvale, California 94085.

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

Name of Beneficial Owner

5% Stockholders:

William (“Bill”) Santana Li

Named Executive Officers and Directors:

William (“Bill”) Santana Li

Mercedes Soria

William G Billings (4)

All current executive officers and directors as a group (7 individuals) (5)

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.

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) Based on a Schedule 13G filed on March 31, 2025 and information known to the Company.

Consists of (i) 1,666 shares of Class A common stock;

(ii) 140,000 shares of Class B common stock;

and (iii) 80,478 shares of Class A common stock underlying options that are currently exercisable or exercisable within 60 days of February 11, 2026, in each case

Also consists of (iv) 2,260 shares of Class B common stock shares;

(v) 3,740 shares of Class B common stock shares that are currently exercisable or exercisable within 60 days of February 11, 2026;

and (vi) 28,221 shares of Class A common stock underlying options that are currently exercisable or exercisable within 60 days of February 11, 2026, in each case held by Ms.

Soria, who is Mr.

The amount of securities reported as beneficially owned by the Mr.

Li does not include 150,111 shares of Class A common stock underlying warrants over which the Mr.

Li has a proxy to vote the shares, once exercised.

The warrants are currently exercisable, however Mr.

Li does not have the ability to exercise the warrants.

(3) Includes 20,000 shares of Class A common stock underlying options that are currently exercisable or exercisable within 60 days of February 11, 2026.

(4) Includes 2,000 shares of Class A common stock underlying stock options that are currently exercisable or exercisable within 60 days of February 11, 2026.

(5) Consists of (a) 1,697 shares of Class A common stock, (b) 130,477 shares of Class A common stock underlying stock options that are currently exercisable or exercisable within 60 days of February 11, 2026, (c) 142,260 shares of Class B common stock and (d) 3,740 shares of Class B common stock underlying stock options that are currently exercisable or exercisable within 60 days of February 11, 2026.

Equity Compensation Plan Information

The following table sets forth information as of December 31, 2025, regarding our equity incentive plans, which consists of awards issued under our 2014 Plan, 2016 Plan, 2022 Plan and Inducement Plan:

to be issued upon

Weighted-average

exercise price of

outstanding options,

outstanding options

Plan Category

warrants and rights

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Inducement Plan (2)

(1) Consists of 2,275,841 shares of Class A Common Stock reserved for issuance under the 2022 Plan.

The number of shares of our Class A Common Stock reserved for issuance under the 2022 Plan will automatically increase each year beginning on January 1, 2023 through January 1, 2032, in an amount equal to the lesser of (x) 5% of the aggregate number of shares of Class A Common Stock and Class B Common Stock outstanding on December 31st of the immediately preceding calendar year (rounded up to the nearest whole share) and (y) an amount determined by the Plan Administrator (as defined in the 2022 Plan);

provided, however, that any shares that become available from any such increases in previous years that are not actually issued will continue to be available for issuances under the 2022 Plan.

On October 24, 2025, an additional 2,000,000 shares of Class A Common Stock, par value of $0.001 per share was issued pursuant to the 2022 Plan.

The share reserve available for future issuance will also include (A) any shares previously authorized for issuance under the Company’s 2016 Plan that on the Effective Date (as defined in the 2022 Plan) had not been granted under the 2016 Plan and are not subject to outstanding awards thereunder;

plus (B) any shares subject to outstanding awards under the 2016 Plan or the Company’s 2014 Plan, as of the Effective Date that, on or after the Effective Date, cease to be subject to such awards prior to the issuance of shares thereunder, such as due to cancellation, expiration, or other termination of such awards.

(2) Consists of 5,000,000 shares of Class A Common Stock reserved for issuance under the Inducement Plan.

Certain Relationships and Related Transactions, and Director Independence

The following is a description of certain transactions, arrangements and relationships in which we were a participant since January 1, 2025 and the amount involved exceeded or will exceed $120,000, and in which any of our executive officers, directors or holders of more than 5% of any class of our voting securities, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

Certain equity, compensation, and other arrangements are described under “Executive Compensation.”

Director and Officer Indemnification and Insurance

Our Amended and Restated Certificate of Incorporation and our bylaws provide that we indemnify each of our directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware.

Further, we have entered into indemnification agreements with certain of our directors and officers, and we have purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances.

Policies and Procedures for Approving Transactions with Related Persons

Our Audit Committee reviews and oversees all related person transactions in accordance with our policies and procedures, either in advance or when we become aware of a related person transaction that was not reviewed and approved in advance;

however, the Board of Directors has not adopted a written policy or procedures governing its approval of transactions with related persons.

Other than as described above, there were no related person transactions in the years ended December 31, 2024 or 2025.

The transactions described above were approved by the Board of Directors at the time they were entered into.

Director Independence

Nasdaq listing rules require that a majority of the Board of Directors be comprised of independent directors.

The Board of Directors has determined that Mr.

Billings, Mr.

Mocny, and Mr.

Torrie is each an “independent director” as defined under the applicable Nasdaq rules.

Li is not independent due to his service as a current executive officer of the Company.

The Board of Directors makes a determination regarding the independence of each director at least annually based on relevant facts and circumstances.

Applying the standards and independence criteria defined by the Nasdaq listing standards, the Board of Directors has made a determination as to each independent director that no relationships exist which, in the opinion of the Board of Directors, would interfere with the exercise of his independent judgment in carrying out the responsibilities of a director.

The Board of Directors has determined that Mr.

Billings, Mr.

Mocny, and Mr.

Torrie are “independent directors” under Nasdaq listing standards and SEC rules applicable to Audit Committee members and Compensation Committee members.

Principal Accountant Fees and Services

Independent Registered Public Accounting Firm Fees

The following table presents fees billed or to be billed, including out-of-pocket costs, by BPM LLP, our independent registered public accounting firm for the years ended December 31, 2025 and 2024, for the audit of our financial statements and for other services provided in such years.

All of these services and fees were pre-approved by the Audit Committee.

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (2)

(1) Audit Fees included fees, whether or not yet invoiced, associated with the annual audit of our financial statements and for issuing a report thereon;

the review of our periodic reports and services related to, or required by, statute or regulation, such as fees for comfort letters and consents;

and assistance with and review of documents filed with the SEC.

(2) There were no such fees during the periods presented.

Audit Committee Pre-Approval Policy and Procedures

Under its charter, the Audit Committee is responsible for the compensation of our independent registered public accounting firm and pre-approving any audit services and permissible non-audit and tax services to be performed by our independent registered public accounting firm.

In carrying out this responsibility, the Audit Committee follows the following general procedures for the preapproval of non-audit services:

● If applicable, each year the Audit Committee reviews and pre-approves a schedule of the proposed non-audit services and estimated fees to be provided by the independent registered public accounting firm during the next annual audit cycle.

● Actual amounts paid to the independent registered public accounting firm are monitored by management and reported to the Audit Committee.

● Any non-audit services proposed to be provided by the independent registered public accounting firm and the related fees that have not been pre-approved during the annual review by the Audit Committee must be pre-approved by the Audit Committee in advance of any work performed.

The authority to grant pre-approval of audit and non-audit services may be delegated to one or more designated members of the Audit Committee, whose decisions will be presented to the full Audit Committee at its next regularly scheduled meeting.

Incremental fees for previously approved non-audit services that are expected to exceed the previously approved fee estimate must also be pre-approved by the Audit Committee.

Exhibits and Financial Statement Schedules

10 unchanged sentences

and Case Emergency Systems (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on October 11, 2022 (File No.

Securities Purchase Agreement by and among the Company, Event Risk LLC and Eric Rose dated February 27, 2026 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on March 3, 2026 (File No.

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 2.1 to our Regulation A Offering Statement on Form 1-A/A filed on July 18, 2019 (File No.

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Knightscope, Inc., dated April 5, 2024 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8 - K (File No.

001 - 41248) filed on April 8, 2024).

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Knightscope, Inc., dated September 13, 2024 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K (File No.

001-41248) filed on September 16, 2024).

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Knightscope, Inc., dated September 13, 2024 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K (File No.

001-41248) filed on September 16, 2024).

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Knightscope, Inc., dated September 13, 2024 (incorporated by reference to Exhibit 3.3 to our Current Report on Form 8-K (File No.

001-41248) filed on September 16, 2024).

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Knightscope, Inc., dated September 13, 2024 (incorporated by reference to Exhibit 3.4 to our Current Report on Form 8-K (File No.

001-41248) filed on September 16, 2024).

001 - 41248).

Bylaws (incorporated by reference to Exhibit 2.2 to our Regulation A Offering Statement on Form 1-A/A filed on December 7, 2016 (File No.

Description of Registered Securities .

Warrant to Purchase Series S Preferred Stock, dated April 30, 2019, between Knightscope, Inc.

and Proud Ventures KS, LLC (incorporated by reference to Exhibit 3.3 to our Regulation A Offering Statement on Form 1-A/A filed on July 18, 2019 (File No.

Warrant to Purchase Series S Preferred Stock, dated July 23, 2019, between Knightscope, Inc.

and Proud Productions LLC (incorporated by reference to Exhibit 3.2 to our Current Report on Form 1-U dated July 29, 2019 (File No.

Warrants to Purchase Series m-3 Preferred Stock, dated December 19, 2017, between Knightscope, Inc.

and Andrew Brown (incorporated by reference to Exhibit 3.12 to our Regulation A Offering Statement on Form 1-A/A filed on November 23, 2021 (File No.

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on July 21, 2025 (File No.

Description of Registered Securities (incorporated by reference to Exhibit 4.1 to our Annual Report on 10-K for the year ended December 31, 2024 filed on March 31, 2025 (File No.

Form of Senior Secured Convertible Note (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on October 11, 2022 (File No.

8 unchanged sentences

2016 Equity Incentive Plan (incorporated by reference to Exhibit 6.2 to our Regulation A Offering Statement on Form 1 -A/A filed on December 7, 2016 (File No.

Knightscope, Inc.

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 28, 2022 (File No.

Lease Agreement dated January 14, 2018 between Terra Bella Partners LLC and the Company, as amended February 6, 2018 (incorporated by reference to Exhibit 6.5 to our Annual Report on Form 1-K for the period ended December 31, 2017, filed on April 30, 2018 (File No.

Referral Program Agreement, dated April 20, 2021, between Knightscope, Inc.

and Dimension Funding, LLC (incorporated by reference to Exhibit 6.6 to our Annual Report on Form 1-K for the year ended December 31, 2020, filed on April 30, 2021 (File No.

Employment Agreement and Indemnification Agreement between the Company and William Santana Li (incorporated by reference to Exhibit 6.6 to our Regulation A Offering Statement on Form 1-A filed on October 15, 2021 (File No.

3 unchanged sentences

and William Santana Li (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 13, 2023 (File No.

Employment Agreement between the Company and Apoorv Dwivedi (incorporated by reference to Exhibit 10.9 to our Annual Report on Form 10-K (File No.

001-41248) filed on April 1, 2024).

Employment Agreement and Indemnification Agreement between the Company and Mercedes Soria Li (incorporated by reference to Exhibit 6.9 to our Regulation A Offering Statement on Form 1-A filed on October 15, 2021 (File No.

2 unchanged sentences

and Mercedes Soria (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on November 13, 2023 (File No.

Separation and General Release Agreement, dated January 7, 2025, between Knightscope, Inc.

and Stacy Dean Stephens

Form of Board of Directors Agreement (incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K (File No.

001-41248) filed on April 1, 2024)

Referral Program Agreement, dated April 20, 2021, between Knightscope, Inc.

and Dimension Funding, LLC (incorporated by reference to Exhibit 6.6 to our Annual Report on Form 1-K for the period ended December 31, 2020, filed on April 30, 2021 (File No.

Common Stock Purchase Agreement, dated April 4, 2022, by and between Knightscope, Inc.

8 unchanged sentences

At the Market Offering Agreement, dated as of February 1, 2023, by and between Knightscope, Inc.

Wainwright & Co., LLC (incorporated by reference to Exhibit 1.2 to our Registration Statement on Form S-3 (File No.

333-269493) filed on February 1, 2023).

Agreement and Waiver dated August 1, 2024, by and between the Company and Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K (File No.

001-41248) filed on August 7, 2024).

Secured Promissory Note (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K (File No.

001-41248) filed on August 7, 2024).

Wainwright & Co., LLC (incorporated by reference to Exhibit 1.2 to our Registration Statement on Form S-3 filed on February 1, 2023 (File No.

333-269493)).

Employment Agreement between the Company and Apoorv Dwivedi (incorporated by reference to Exhibit 10.9 to our Annual Report on Form 10-K for the year ended December 31, 2023 filed on April 1, 2024 (File No.

Form of Board of Directors Agreement (incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K for the year ended December 31, 2023 filed on April 1, 2024 (File No.

001-41248)) .

001-41248)i).

Secured Promissory Note (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on August 7, 2024 (File No.

Sublease between the Company and Siemens Medical Solutions USA, Inc.

dated March 13, 2025.

(incorporated by reference to Exhibit 10.1 to our Quarterly Report on 10-Q for the period ended March 31, 2025 filed on May 14, 2025 (File No.

Consent to Subletting by and between 305 N Mathilda LLC, Siemens Medical Solutions USA, Inc.

and the Company dated April 9, 2025 ( incorporated by reference to Exhibit 10.2 to our Quarterly Report on 10-Q for the period ended March 31, 2025 filed on May 14, 2025 (File No.

Knightscope, Inc.

2022 Equity Incentive Plan, as amended (incorporated by reference to Annex A-2 to the Registrant’s Definitive Proxy Statement filed on July 21, 2025 (File No.

Knightscope, Inc.

Insider Trading Policy

18 unchanged sentences

Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits or schedules upon request;

The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits or schedules upon

provided that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

28 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures