Knightscope, Inc. 10-K

Item 8. Financial Statements and Supplementary Data ​ ​ ​ 27 Table of Contents KNIGHTSCOPE, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ ​ Page Reports of Independent Registered Public Accounting Firm (PCAOB ID: 207 ) F-2 Balance Sheets as of December 31, 2021 and 2020 ​ F-3 Statements of Operations for the Fiscal Years Ended December 31, 2021 and 2020 ​ F-4 Statements of Preferred Stock and Stockholders’ Deficit for the Fiscal Years Ended December 31, 2021 and 2020 ​ F-5 Statements of Cash Flows for the Fiscal Years Ended December 31, 2021 and 2020 ​ F-6 Notes to Financial Statements ​ F-7 ​ ​ ​ F-1 Table of Contents Independent Auditors’ Report REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Knightscope, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Knightscope, Inc. (a Delaware corporation) (the “Company”) as of December 31, 2021 and 2020, and the related statements of operations, preferred stock and stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ BPM LLP ​ We have served as the Company’s auditor since 2020. San Jose, California March 31, 2022 ​ F-2 Table of Contents KNIGHTSCOPE, INC. BALANCE SHEET (In thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 ASSETS ​ ​ ​ ​ ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 10,749 ​ $ 7,057 Restricted cash ​ 100 ​ 100 Accounts receivable, (net of allowance for doubtful accounts of $ 250 and $ 279 as of December 31, 2021 and 2020, respectively) ​ 1,189 ​ 874 Prepaid expenses and other current assets ​ 1,299 ​ 757 Total current assets ​ 13,337 ​ 8,788 Autonomous Security Robots, net ​ 2,971 ​ 2,290 Property, equipment and software, net ​ 117 ​ 22 Operating lease right-of-use-assets ​ 1,077 ​ 1,624 Other assets ​ 78 ​ 220 Total assets ​ $ 17,580 ​ $ 12,944 ​ ​ ​ ​ ​ ​ ​ LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT ​ ​ Current liabilities: ​ ​ Accounts payable ​ $ 1,514 ​ $ 232 Accrued expenses ​ 1,191 ​ 864 Deferred revenue ​ 889 ​ 522 Debt obligations ​ 7,109 ​ — Operating lease liabilities ​ 648 ​ 560 Other current liabilities ​ 893 ​ 460 Total current liabilities ​ 12,244 ​ 2,638 Debt obligations ​ — ​ 4,579 Preferred stock warrant liability ​ 30,566 ​ 5,617 Operating lease liabilities ​ 485 ​ 1,133 Total liabilities ​ 43,295 ​ 13,967 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 9) ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred Stock, $ 0.001 par value; 43,405,324 shares authorized as of December 31, 2021 and 2020, 19,617,107 and 25,770,360 shares issued and outstanding at December 31, 2021 and 2020, respectively; aggregate liquidation preference of $ 60,841 and $ 78,919 as of December 31, 2021 and 2020, respectively ​ 57,218 ​ 65,162 ​ ​ ​ ​ ​ ​ ​ Stockholders' deficit: ​ ​ Class A common stock, $ 0.001 par, 114,000,000 shares authorized as of December 31, 2021 and 2020, 5,936,929 and 0 shares issued and outstanding as of December 31, 2021 and 2020, respectively ​ 6 ​ — Class B common stock, $ 0.001 par, 30,000,000 shares authorized as of December 31, 2021 and 2020, 13,131,197 and 10,189,000 shares issued and outstanding as of December 31, 2021 and 2020, respectively ​ 13 ​ 10 Additional paid-in capital ​ 30,745 ​ 3,051 Accumulated deficit ​ ( 113,697 ) ​ ( 69,246 ) Total stockholders' deficit ​ ( 82,933 ) ​ ( 66,185 ) Total liabilities, preferred stock and stockholders’ deficit ​ $ 17,580 ​ $ 12,944 ​ See accompanying Notes to Financial Statements. ​ F-3 Table of Contents KNIGHTSCOPE, INC. STATEMENTS OF OPERATIONS (In thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ 2021 ​ 2020 Revenue, net ​ $ 3,407 ​ $ 3,335 Cost of revenue, net 5,464 4,634 Gross loss ​ ( 2,057 ) ​ ( 1,299 ) ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ Research and development ​ 5,601 ​ 3,245 Sales and marketing ​ 12,017 ​ 7,310 General and administrative ​ 4,880 ​ 2,788 Total operating expenses ​ 22,498 ​ 13,343 ​ ​ ​ ​ ​ ​ ​ Loss from operations ​ ( 24,555 ) ​ ( 14,642 ) ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ Interest expense, net ​ ( 4,333 ) ​ ( 2,259 ) Change in fair value of warrant liabilities ​ ( 15,718 ) ​ ( 2,425 ) Other income (expense), net ​ 763 ​ ( 11 ) Total other income (expense) ​ ( 19,288 ) ​ ( 4,695 ) ​ ​ ​ ​ ​ ​ ​ Loss before income tax expense ​ ( 43,843 ) ​ ( 19,337 ) Income tax expense ​ — ​ ( 4 ) Net loss ​ ( 43,843 ) ​ ( 19,341 ) Preferred stock dividends ​ ( 608 ) ​ ( 658 ) Net loss attributable to common stockholders ​ $ ( 44,451 ) ​ $ ( 19,999 ) Basic and diluted net loss per share of Class A and Class B common stock ​ $ ( 4.18 ) ​ $ ( 1.96 ) Weighted average shares used to compute basic and diluted net loss per share ​ 10,631,774 ​ 10,189,000 ​ See accompanying Notes to Financial Statements. ​ F-4 Table of Contents KNIGHTSCOPE, INC. STATEMENTS OF PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT (In thousands except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Series m ​ Series m-1 ​ Series m-2 ​ ​ ​ ​ ​ ​ Series m-4 ​ ​ ​ ​ ​ ​ Series A ​ Series B ​ Class A ​ Class B ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred ​ Preferred ​ Preferred ​ Series m-3 ​ Preferred ​ Series S ​ Preferred ​ Preferred ​ common ​ common ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ stock ​ stock ​ stock ​ Preferred stock ​ stock ​ Preferred stock ​ stock ​ stock ​ stock ​ stock ​ Additional ​ Accumulative ​ Stockholders' ​ ​ ​ Shares ​ Amount ​ Shares ​ Amount ​ Shares ​ Amount ​ Shares ​ Amount ​ Shares ​ Amount ​ Shares ​ Amount ​ Shares ​ Amount ​ Shares ​ Amount ​ Shares ​ Amount ​ Shares ​ Amount ​ Paid-in-capital ​ Deficit ​ Deficit ​ Balance at December 31, 2019 5,339,215 $ 13,866 ​ ​ ​ 1,660,756 $ 4,982 16,757 $ 46 ​ 1,432,786 $ 5,168 781,870 $ 5,604 8,936,015 $ 3,865 4,653,583 $ 9,442 — $ — 10,179,000 $ 10 $ 2,529 $ ( 49,247 ) $ ( 46,708 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock based compensation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 519 ​ ​ ​ ​ ​ 519 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options exercised ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10,000 ​ ​ — ​ ​ 3 ​ ​ ​ ​ ​ 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of Series s Preferred stock, net of issuance costs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,949,378 ​ 21,531 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ Series m-4 accrued dividend ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 658 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 658 ) ​ ​ ( 658 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 19,341 ) ​ ​ ( 19,341 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2020 5,339,215 ​ 13,866 — ​ — 1,660,756 ​ 4,982 16,757 ​ 46 ​ 1,432,786 ​ 5,826 3,731,248 ​ 27,135 8,936,015 ​ 3,865 4,653,583 ​ 9,442 — ​ — 10,189,000 ​ ​ 10 ​ ​ 3,051 ​ ​ ( 69,246 ) ​ ​ ( 66,185 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock based compensation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,269 ​ ​ ​ ​ ​ 1,269 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrants expired ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 14 ​ ​ ​ ​ ​ 14 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrants Exercised ​ ​ ​ ​ ​ ​ 186,872 ​ ​ 1,319 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options exercised ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,396 ​ ​ — ​ ​ ​ ​ ​ ​ ​ 4 ​ ​ ​ ​ ​ 4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of Series s Preferred stock, net of issuance costs ​ ​ ​ ​ ​ ​ ​ ​ 1,855,904 ​ 16,545 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share conversion to common stock ​ ( 764,298 ) ​ ​ ( 1,985 ) ​ ​ ​ ​ ​ ​ ( 409,090 ) ​ ​ ( 1,227 ) ​ ​ ​ ​ ​ ​ ​ ( 1,432,786 ) ​ ​ ( 6,434 ) ​ ( 1,881,913 ) ​ ​ ( 13,685 ) ​ ( 2,780,451 ) ​ ​ ( 1,202 ) ​ ( 927,491 ) ​ ​ ( 1,883 ) ​ 5,932,533 ​ ​ 6 ​ 2,942,197 ​ ​ 3 ​ ​ 26,407 ​ ​ ​ ​ ​ 26,416 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Series m-4 accrued dividend ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 608 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 608 ) ​ ​ ( 608 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 43,843 ) ​ ​ ( 43,843 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2021 4,574,917 ​ $ 11,881 186,872 ​ $ 1,319 1,251,666 ​ $ 3,755 16,757 ​ $ 46 ​ — ​ $ — 3,705,239 ​ $ 29,995 6,155,564 ​ $ 2,663 3,726,092 ​ $ 7,559 5,936,929 ​ $ 6 13,131,197 ​ $ 13 ​ $ 30,745 ​ $ ( 113,697 ) ​ $ ( 82,933 ) ​ ​ See accompanying Notes to Financial Statements. ​ F-5 Table of Contents KNIGHTSCOPE, INC. STATEMENTS OF CASH FLOWS (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ 2021 ​ 2020 Cash Flows From Operating Activities ​ ​ ​ ​ ​ ​ Net loss $ ( 43,843 ) $ ( 19,341 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ Depreciation and amortization ​ 1,552 ​ 1,354 Stock compensation expense ​ 1,269 ​ 519 Change in fair value of warrant liability ​ 15,718 ​ 2,425 Amortization of debt discount ​ 2,448 ​ 974 Loss from damage of Autonomous Security Robots ​ 5 ​ 59 PPP loan forgiveness ​ ​ ( 832 ) ​ ​ — Accrued interest ​ ​ 914 ​ ​ 513 Interest expense related to warrants for preferred stock ​ ​ 982 ​ ​ — Changes in operating assets and liabilities: ​ ​ Accounts receivable ​ ( 315 ) ​ ( 219 ) Prepaid expenses and other current assets ​ ( 542 ) ​ 90 Other assets ​ 142 ​ 100 Accounts payable ​ 1,282 ​ ( 736 ) Accrued expenses ​ 327 ​ ( 782 ) Deferred revenue ​ 367 ​ ( 35 ) Other current and noncurrent liabilities ​ 420 ​ ( 90 ) Net cash used in operating activities ​ ( 20,106 ) ​ ( 15,169 ) ​ ​ ​ ​ ​ ​ ​ Cash Flows From Investing Activities ​ ​ Autonomous Security Robots ​ ( 2,216 ) ​ ( 632 ) Purchase of property and equipment ​ ( 117 ) ​ — Net cash used in investing activities ​ ( 2,333 ) ​ ( 632 ) ​ ​ ​ ​ ​ ​ ​ Cash Flows From Financing Activities ​ ​ Proceeds from stock options exercise ​ 4 ​ 3 Proceeds from issuance of Series s Preferred Stock offering, net ​ 16,545 ​ 21,531 Proceeds for the issuance of convertible notes, net of issuance costs ​ 9,582 ​ 2,443 Principal repayments on loan payable ​ — ​ ( 2,851 ) Proceeds from issuance of loans payable, net of issuance costs ​ — ​ 1,123 Net cash provided by financing activities ​ 26,131 ​ 22,249 Net change in cash and cash equivalents ​ 3,692 ​ 6,448 Cash, cash equivalents and restricted cash at beginning of year ​ 7,157 ​ 709 Cash, cash equivalents and restricted cash at end of year ​ $ 10,849 ​ $ 7,157 Supplemental Disclosure of Cash Flow Information ​ ​ Cash paid for interest during the year ​ $ — ​ $ 769 Cash paid for income taxes ​ $ — ​ $ 4 ​ ​ ​ ​ ​ ​ ​ Supplemental Disclosure of Non-Cash Financing and Investing Activities ​ ​ Issuance of warrants for preferred stock ​ $ 10,564 ​ $ 946 Series m-4 accrued dividend ​ $ 608 ​ $ 658 Cashless exercise of warrants for preferred stock ​ $ 1,319 ​ $ — Conversion of preferred stock to common stock ​ $ 26,416 ​ $ — Expiration of warrants for preferred stock ​ $ 14 ​ $ — Autonomous Security Robots costs in accounts payables and accrued expenses ​ $ — ​ $ 59 ​ See accompanying Notes to Financial Statements. ​ F-6 Table of Contents 4,333 NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Dollars in thousands, unless otherwise stated) NOTE 1: The Company and Summary of Significant Accounting Policies Description of Business Knightscope, Inc. (the “Company”), was incorporated on April 4, 2013 under the laws of the State of Delaware. The Company designs, develops, builds, deploys, and supports advanced physical security technologies. The Knightscope solution to reducing crime combines the physical presence of our proprietary Autonomous Security Robots (“ASRs”) with real-time on-site data collection and analysis and a human-machine interface. Two of our ASRs, the outdoor “K5” and the indoor “K3”, autonomously patrol client sites without the need for remote control to provide a visible, force multiplying, physical security presence to help protect assets, monitor changes in the environment and deter crime. They gather real-time data using a large array of sensors. The data is accessible through the Knightscope Security Operations Center (“KSOC”), an intuitive, browser-based interface that enables security professionals to review events generated, allowing them to have their eyes, ears, and voice on the ground 24/7/365 in multiple locations at the same time. from “really smart mobile eyes and ears” to do their jobs more effectively. Basis of Presentation and Liquidity These financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Since its inception, the Company has incurred significant operating losses and negative cash flows from operations which is principally the result of significant research and development activities related to the development and continued improvement of the Company’s ASRs (hardware and software). Cash and cash equivalents on hand was $ 10.7 million as of December 31, 2021, compared to $ 7.1 million as of December 31, 2020. The Company has historically incurred losses and negative cashflows from operations. As of December 31, 2021, the Company also had an accumulated deficit of $ 113.7 million, working capital of $ 1.1 million and stockholders’ deficit of $ 82.9 million. The Company is dependent on additional fundraising in order to sustain its ongoing operations. On April 20, 2021, the Company secured up to $ 10.0 million in financing of Client Machine-as-a-Service (“MaaS”) subscriptions. The Company’s Regulation A Offering terminated on April 21, 2021, generating additional cash proceeds, net of issuance costs, of $ 18.8 million as of December 31, 2021. During the fourth quarter of 2021, the Company received $ 9.6 million in the form of Convertible Notes containing the same terms and conditions as previously issued Convertible Notes and Warrants, as amended. Subsequent to December 31, 2021, as disclosed in Note 10 - Subsequent Events, in connection with its listing on the Nasdaq Global Market on January 27, 2022, the Company completed its Regulation A Offering on January 26, 2022, issuing 2,236,619 shares of Class A Common Stock and generating net proceeds of approximately $ 20.2 million. As a result, the Company believes it has adequate resources to continue as a going concern through 12 months from the filing of this Annual Report on Form 10-K. However, as the Company did not raise the full offering amount, management's plans include seeking additional financing activities such as issuances of equity, issuances of debt and convertible debt instruments. The Company’s projected cash flows are subject to various risks and uncertainties, and the unavailability or inadequacy of financing to meet future capital needs could force it to modify, curtail, delay, or suspend some or all aspects of its planned operations. Sales of additional equity securities, convertible debt and/or warrants by the Company could result in the dilution of the interests of existing stockholders. The Company will require significant additional financing and is pursuing opportunities to obtain additional financing in the future through equity and/or debt alternatives. However, there can be no assurance that financing will be available when required in sufficient amounts, on acceptable terms or at all. Comprehensive Loss Net loss was equal to comprehensive loss for years ended December 31, 2021 and 2020. F-7 Table of Contents Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Specific accounts that require management estimates include, but are not limited to, estimating the useful lives of our ASRs and property and equipment, certain estimates required within revenue recognition, estimating fair values of Company’s common stock, share-based awards and warrant liabilities, inclusive of any contingent assets and liabilities. Actual results could differ from those estimates and such differences may be material to the financial statements. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company places its cash and cash equivalents in highly liquid instruments with, and in the custody of, financial institutions with high credit ratings. Restricted Cash The Company has restricted cash as a collateral for the Company’s corporate credit card program. As of December 31, 2021 and 2020, the carrying value of restricted cash was $ 0.1 million. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company limits the credit exposure of its cash and cash equivalent balances by maintaining its accounts in high credit quality financial institutions. Cash and cash equivalent deposits with financial institutions may occasionally exceed the limits of insurance on bank deposits; however, the Company has not experienced any losses on such accounts. As of December 31, 2021 and 2020, the Company had cash and cash equivalent balances exceeding Federal Deposit Insurance Corporation (“FDIC”) insured limits by $ 10.5 million and $ 6.8 million, respectively. The Company extends credit to clients in the normal course of business and performs ongoing credit evaluations of its clients. Concentrations of credit risk with respect to accounts receivable exist to the full extent of amounts presented in the financial statements. The Company does not require collateral from its clients to secure accounts receivable. Accounts receivable are derived from the rental of proprietary ASRs along with access to browser-based interface KSOC. The Company reviews its receivables for collectability based on historical loss patterns, aging of the receivables, and assessments of specific identifiable client accounts considered at risk or uncollectible and provides allowances for potential credit losses, as needed. The Company also considers any changes to the financial condition of its clients and any other external market factors that could impact the collectibility of the receivables in the determination of the allowance for doubtful accounts. Based on these assessments, the Company determined that an allowance for doubtful accounts of $ 0.3 million and $ 0.3 million on its accounts receivable balance as of December 31, 2021 and 2020, respectively, was appropriate. As of December 31, 2021, the Company had one Client whose accounts receivable balance, including unbilled amounts, totaled 10% or more of the Company’s total accounts receivable ( 19 %) compared with two such Clients as of December 31, 2020 ( 30 % and 23 %). For the year ended December 31, 2021, the Company had two clients who individually accounted for 10% or more of the Company’s total Client revenue ( 15 % and 10 %) compared with three clients for the year ended December 31, 2020 ( 21 %, 15 % and 10 %). F-8 Table of Contents Prepaid expenses and other current assets Prepaid and other current assets is comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Prepaid inventory ​ $ 183 ​ $ 34 Prepaid expense ​ 525 ​ 156 2021 Regulation A offering and public listing ​ 215 ​ — Research and developement tax credit ​ 376 ​ 235 Other current assets ​ — ​ 332 ​ ​ $ 1,299 ​ $ 757 ​ Autonomous Security Robots, net (“ ASRs”) ASRs consist of materials, ASRs in progress and finished ASRs. ASRs in progress and finished ASRs include materials, labor and other direct and indirect costs used in their production. Finished ASRs are valued using a discrete bill of materials, which includes an allocation of labor and direct overhead based on assembly hours. Depreciation expense on ASRs is recorded using the straight-line method over their estimated expected lives, which currently ranges from 3 to 4.5 years. Depreciation expense of finished ASRs included in research and development expense amounted to $ 82 and $ 83 , depreciation expense of finished ASRs included in sales and marketing expense amounted to $ 71 and $ 70 , and depreciation expense included in cost of revenue, net amounted to $ 1.4 million and $ 1.2 million for the years ended December 31, 2021 and 2020, respectively. ASRs, net, consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2021 ​ 2020 Raw materials $ 1,041 $ 596 ASRs in progress ​ 427 ​ 133 Finished ASRs ​ 7,695 ​ 6,217 ​ ​ 9,163 ​ 6,946 Accumulated depreciation on Finished ASRs ​ ( 6,192 ) ​ ( 4,656 ) ASRs, net ​ $ 2,971 ​ $ 2,290 ​ The components of the Finished ASRs, net, are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2021 ​ 2020 ASRs on lease or available for lease $ 6,489 $ 4,822 Demonstration ASRs ​ 585 ​ ​ 604 Research and development ASRs ​ 320 ​ ​ 567 Charge boxes ​ ​ 301 ​ ​ 224 ​ ​ 7,695 ​ ​ 6,217 Less: accumulated depreciation ​ ( 6,192 ) ​ ​ ( 4,656 ) Finished ASRs, net ​ $ 1,503 ​ $ 1,561 ​ Property, Equipment and Software Property, equipment and software, net is stated at cost less accumulated depreciation and amortization and is depreciated using the straight-line method over the estimated useful lives of the assets. Computer equipment, software and furniture, fixtures and equipment are depreciated over useful lives ranging from three to five years , and leasehold improvements are depreciated over the respective lease term or useful lives, whichever is shorter. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the balance sheet and any resulting gain or loss is reflected in the statements of operations in the period realized. F-9 Table of Contents Property, equipment, and software, as of December 31, 2021 and 2020 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ December 31 ​ ​ 2021 2020 Computer equipment ​ $ 159 ​ $ 52 Software ​ 8 ​ 8 Furniture, fixtures & equipment ​ 314 ​ 314 Leasehold improvements ​ 46 ​ 44 ​ ​ 527 ​ 418 Accumulated depreciation ​ ( 410 ) ​ ( 396 ) Property and equipment, net ​ $ 117 ​ $ 22 ​ Depreciation and amortization expense on property, equipment and software included in research and development expenses amounted to $ 6 and $ 9 , cost of revenue, net amounted to $ 10 and $ 26 million and general and administrative expenses decreased to almost zero from $ 7 for the years ended December 31, 2021 and 2020 respectively. Depreciation and amortization expense relating to sales and marketing was insignificant for all periods presented. Impairment of Long-Lived Assets The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that their carrying value may not be recoverable from the estimated future cash flows expected to result from their use or eventual disposition. If estimates of future undiscounted net cash flows are insufficient to recover the carrying value of the assets, the Company will record an impairment loss in the amount by which the carrying value exceeds the fair value. If the assets are determined to be recoverable, but the useful lives are shorter than originally estimated, the Company will depreciate or amortize the net book value of the assets over the newly determined remaining useful lives. None of the Company’s ASRs or property and equipment was determined to be impaired during the year ended December 31, 2021 and 2020. Leases The Company determines if a contract is a lease or contains a lease at the inception of the contract and reassesses that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Operating lease right-of-use (“ROU”) assets are presented separately on the Company’s balance sheet. The Company does not have any finance lease ROU assets or liabilities. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The Company does not obtain and control its right to use the identified asset until the lease commencement date. The Company’s lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. Because the rate implicit in the lease is not readily determinable, the Company generally uses its incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The Company factors in publicly available data for instruments with similar characteristics when calculating its incremental borrowing rates. The Company’s ROU assets are also recognized at the applicable lease commencement date. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability. The term of the Company’s leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also include options to renew or extend the lease (including by not terminating the lease) that the Company is reasonably certain to exercise. The Company establishes the term of each lease at lease commencement and reassesses that term in subsequent periods when one of the triggering events outlined in Accounting Standards Update (“ASU”) Number 2016-02 Leases (Topic 842) (“Topic 842”), occurs. Operating lease cost for lease payments is recognized on a straight-line basis over the lease term. The adjustments due to the adoption of Topic 842 primarily related to the recognition of an operating lease ROU asset and corresponding operating lease liability for the Company’s leased properties. The Company’s operating lease ROU asset and liability were recognized at the adoption date of Accounting Standards Codification 842, Leases (“ASC 842”), based on the present value of lease payments over the remaining lease term at the adoption date. In determining the net present value of lease payments, the Company used its incremental F-10 Table of Contents borrowing rate of 12 % based on the information available, including remaining lease term, at the adoption date of ASC 842. As of December 31, 2021, the weighted-average remaining lease term was 1.67 years for the Company’s leased properties. The Company’s lease contracts often include lease and non-lease components. For facility leases, the Company has elected the practical expedient offered by the standard to not separate lease from non-lease components and accounts for them as a single lease component. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. Convertible Preferred Warrant Liabilities and Common Stock Warrants Freestanding warrants to purchase shares of the Company’s preferred stock are classified as liabilities on the balance sheets at their estimated fair value because the underlying shares of preferred stock are contingently redeemable and, therefore, may obligate the Company to transfer assets at some point in the future. The preferred stock warrants are recorded at fair value upon issuance and are subject to remeasurement to their respective estimated fair values. At the end of each reporting period, changes in the estimated fair value of the preferred stock warrants are recorded in the statements of operations. The Company will continue to adjust the liability associated with the preferred stock warrants for changes in the estimated fair value until the earlier of the exercise or expiration of the preferred stock warrants, the completion of a sale of the Company or an underwritted initial public offering (“IPO”). Upon an IPO, the preferred stock warrants will convert into warrants to purchase common stock and any liabilities recorded for the preferred stock warrants will be reclassified to additional paid-in capital and will no longer be subject to remeasurement. The Company issued common stock warrants in connection with the execution of a certain debt financing during the year ended December 31, 2015. Common stock warrants that are not considered derivative liabilities are accounted for at fair value at the date of issuance in additional paid-in capital. The fair value of these common stock warrants is determined using the Black-Scholes option-pricing model. Revenue Recognition The Company derives its revenues primarily from lease of proprietary ASRs along with access to the browser-based interface KSOC through contracts under the lease accounting that typically have a twelve (12)-month term. In addition, the Company derives non-lease revenue items such as professional services related to ASRs’ deployments, special decals, shipping costs and training if any, recognized when control of these services is transferred to the clients, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company determines revenue recognition through the following steps: ● identification of the contract, or contracts, with a client; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, the Company satisfies a performance obligation. The Company recognizes revenue as follows: ASR subscription revenue ASR subscription revenue is generated from lease of proprietary ASRs along with access to the browser-based interface KSOC through contracts that typically have 12-month terms. These revenue arrangements adhere to lease accounting guidance and are classified as leases for revenue recognition purposes. Currently, all revenue arrangements qualify as operating leases where consideration allocated to the lease deliverables is recognized ratably over the lease term. F-11 Table of Contents Deferred revenue In connection with the Company’s MaaS subscription for the Company’s ASRs, the Company’s standard billing terms are annual in advance. In these situations, the Company records the invoices as deferred revenue and amortizes the subscription amount when the services are delivered, which generally is a 12-month period. In addition, the Company refers certain transactions to Dimension, whereby Dimension advances the full value of the MaaS subscription to the Company, less a processing fee. The advanced payment is recorded in deferred revenue and amortized over the term of the subscription once the ASR is delivered to the deployment site. The Company derives its revenue from the lease subscription of its proprietary ASRs along with access to its browser and mobile based software interface, KSOC. MaaS subscription agreements typically have a twelve (12)-month term. The following table summarizes revenue by timing of recognition: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2021 December 31, 2020 Point in time ​ $ 27 ​ $ 27 Transferred over time ​ 3,380 ​ 3,308 ​ ​ $ 3,407 ​ $ 3,335 ​ Deferred revenue includes billings in excess of revenue recognized. Revenue recognized at a point in time generally does not result in significant increases in deferred revenue. Revenue recognized over a period generally results in a majority of the increases in deferred revenue as the performance obligations are fulfilled after the billing event. Accounts receivable and deferred revenue were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Deferred revenue - short term ​ $ 889 ​ $ 522 Revenue recognized in the year ended related to amounts included in deferred revenue at the beginning of the periods ​ $ 249 ​ $ 101 ​ Deferred revenue represents amounts invoiced to customers for contracts for which revenue has yet to be recognized based for subscription services to be delivered to the Company’s clients. Typically, the timing of invoicing is based on the terms of the contracts. Other revenue, net Other non-ASR related revenues such as deployment services, decals and training revenue are recognized when services are delivered. Revenue from these transactions has been immaterial for all periods presented and is included in revenue, net. Cost of revenue, net Cost of revenue, net includes depreciation of the ASRs over the useful lives of the ASRs, labor and associated benefits incurred in the production and maintenance of the ASRs, data and communications fees, routine maintenance costs, shipping costs, and other direct costs incurred during assembly and deployment. Shipping and Handling Costs The Company classifies certain shipping and handling costs as cost of revenue, net in the accompanying statements of operations. The amounts classified as cost of revenue, net represent shipping and handling costs associated with the deployment or returns of the ASRs directly to or from clients. Management believes that the classification of these shipping and handling costs as cost of revenue, net better reflects the cost of producing the ASRs and selling its services. Shipping and handling costs associated with the transportation of demonstration units shipped to sales personnel and clients are recorded as sales and marketing expenses. The shipping and handling costs recorded within cost of revenue, net totaled approximately $ 73 and $ 12 for the years ended December 31, 2021 and 2020, respectively. Shipping and handling costs recorded within sales and marketing was insignificant for the years ended December 31, 2021 and 2020, respectively. F-12 Table of Contents Share-Based Compensation The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718, Compensation - Stock Compensation , which requires that the estimated fair value on the date of grant be determined using the Black-Scholes option pricing model with the fair value recognized over the requisite service period of the awards, which is generally the option vesting period. Stock-based awards made to nonemployees are measured and recognized based on the estimated fair value on the vesting date and are re-measured at each reporting period. The Company’s determination of the fair value of the stock-based awards on the date of grant, using the Black-Scholes option pricing model, is affected by the fair value of the Company’s common stock as well as other assumptions regarding a number of highly complex and subjective variables. These variables include but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee option exercise behaviors. Because there is insufficient historical information available to estimate the expected term of the stock-based awards, the Company adopted the simplified method of estimating the expected term of options granted by taking the average of the vesting term and the contractual term of the option. For awards with graded vesting, the Company recognizes stock-based compensation expense over the service period using the straight-line method, based on shares ultimately expected to vest. The Company recognizes forfeitures as they occur when calculating stock-based compensation for its equity awards. Deferred Offering Costs Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged against the net proceeds of the related stock issuances upon the completion of an offering or to expense if the offering is not completed or aborted. Research and Development Costs Research and development costs primarily consist of employee-related expenses, including salaries and benefits, share-based compensation expense, facilities costs, depreciation and other allocated expenses. Research and development costs are expensed as incurred. Advertising Costs Advertising costs are recorded in sales and marketing expense in the Company’s statements of operations as incurred. Advertising expense was $ 9.7 million and $ 4.9 million for the years ended December 31, 2021 and 2020, respectively. Income Taxes The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes . Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. The Company measures deferred tax assets and liabilities using tax rates applicable to taxable income in effect for the years in which those tax assets are expected to be realized or settled and provides a valuation allowance against deferred tax assets when it cannot conclude that it is more likely than not that some or all deferred tax assets will be realized. The assessment requires significant judgment and is performed in each of the applicable taxing jurisdictions. Additionally, the Company assesses its uncertain tax positions and records tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, the Company’s policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. Basic and Diluted Net Loss per Share Net loss per share of Class A and Class B common stock is computed using the two-class method required for participating securities based on their participation rights. All series of convertible preferred stock are participating securities as the holders are entitled to participate in common stock dividends with common stock on an as converted basis. Holders of Series m-4 Preferred Stock are entitled to receive cumulative dividends payable semi-annually in arrears at the rate per share of Series m-4 Preferred Stock equal to the Dividend Rate for the Series m-4 Preferred Stock, in each case subject to compliance with applicable law. Dividends to holders of Series m-4 Preferred Stock are paid in kind as a dividend of additional shares of Series m-4 Preferred Stock for each Dividend Period on the F-13 Table of Contents applicable Dividend Payment Date using a price per share equal to the original issue price, provided that the Company shall not issue any fractional shares of Series m-4 Preferred Stock. The holders of the Company’s convertible preferred stock, other than Series m-4 Preferred Stock, are also entitled to noncumulative dividends prior and in preference to common stock and do not have a contractual obligation to share in the losses of the Company. In accordance with the two-class method, earnings allocated to these participating securities, which include participation rights in undistributed earnings with common stock, are subtracted from net loss to determine net loss attributable to common stockholders upon their occurrence. Basic net loss per share of Class A and Class B common stock is computed by dividing net loss attributable to common stockholders (adjusted for preferred stock dividends declared or accumulated) by the weighted average number of shares of Class A and Class B common stock outstanding during the period. All participating securities are excluded from basic weighted average shares outstanding. In computing diluted net loss attributable to common stockholders, undistributed earnings are re-allocated to reflect the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by diluted weighted average shares outstanding, including potentially dilutive securities, unless anti-dilutive. Potentially dilutive securities that were excluded from the computation of diluted net loss per share consist of the following: ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2021 2020 Series A Preferred Stock (convertible to Class B common stock) 6,155,564 8,936,015 Series B Preferred Stock (convertible to Class B common stock) 3,726,092 4,653,583 Series m Preferred Stock (convertible to Class A common stock) 4,574,917 5,339,215 Series m-1 Preferred Stock (convertible to Class A common stock) ​ 186,872 ​ — Series m-2 Preferred Stock (convertible to Class B common stock) 1,251,666 1,660,756 Series m-3 Preferred Stock (convertible to Class A common stock) 16,757 16,757 Series m-4 Preferred Stock (convertible to Class A common stock) — 1,432,786 Series S Preferred Stock (convertible to Class A common stock) 3,705,239 3,731,248 Warrants to purchase common stock (convertible to Class B common stock) 121,913 121,913 Warrants to purchase Series B (convertible to Class B Common Stock) 53,918 53,918 Warrants to purchase of Series m-1 (convertible to Class A Common Stock) — 266,961 Warrants to purchase of Series m-3 (convertible to Class A Common Stock) 1,432,786 1,432,786 Warrants to purchase of Series s (convertible to Class A Common Stock) 4,441,814 2,525,714 Convertible Notes 5,883,628 1,282,143 Stock options 9,015,418 9,019,814 Total potentially dilutive shares 40,566,584 40,473,609 ​ As all potentially dilutive securities are anti-dilutive as of December 31, 2021 and 2020, diluted net loss per share of Class A and Class B common stock is the same as basic net loss per share for each year. Accounting Pronouncements Adopted in 2021 In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The guidance removes exceptions to the general principles in Income Taxes (Topic 740) for allocating tax expense between financial statement components, accounting basis differences stemming from an ownership change in foreign investments, and interim period income tax accounting for year-to-date losses that exceed projected losses. The guidance also requires franchise tax (or similar tax) to be recognized as non-income tax unless partially based on net income. The new standard becomes effective for annual reporting periods beginning after December 15, 2020 for public entities and December 31, 2021 for all other entities, and interim periods within those fiscal years with early adoption permitted. On January 1, 2021, the Company early adopted ASU 2019-12. The adoption of ASU 2019-12 did not have a material impact on the Company's financial statements. Recent Accounting Pronouncements Not Yet Effective In June 2016, the FASB released ASU 2016-13, “Financial Instruments – Credit Losses.” The amendment revises the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in more timely recognition of losses on financial instruments, including but not limited to available-for-sale debt securities and accounts receivable. F-14 Table of Contents ASU 2016-03 is effective for public entities eligible to be a smaller reporting company for fiscal years beginning after December 15, 2023. The Company is currently in the process of evaluating the impact of adoption on its financial statements. In August 2020, the FASB issued ASU No. 2020-06 , Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The update is to simplify the accounting for convertible instruments by removing certain separation models in Subtopic 470-20. This amendment is applicable to all public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of adoption on its financial statements. ​ NOTE 2: Fair Value Measurement The Company determines the fair market values of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following are three levels of inputs that may be used to measure fair value: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. The Company considers a market to be active when transactions for the asset occur with sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The valuation of Level 3 investments requires the use of significant management judgments or estimation. In certain cases where there is limited activity or less transparency around inputs to valuation, securities are classified as Level 3. Level 3 liabilities that are measured at fair value on a recurring basis consist of the convertible preferred stock warrant liabilities. The inputs used in estimating the fair value of the warrant liabilities are described in Note 4 -- Capital Stock and Warrants . The following tables summarize, for each category of assets or liabilities carried at fair value, the respective fair value as of December 31, 2021 and 2020 and the classification by level of input within the fair value hierarchy: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Level 1 Level 2 Level 3 December 31, 2021 ​ ​ ​ ​ Assets ​ ​ ​ ​ Cash equivalents: ​ ​ ​ ​ Money market funds ​ $ 6,623 ​ $ 6,623 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ Warrant liability – Series B Preferred Stock ​ $ 370 ​ $ — ​ $ — ​ $ 370 Warrant liability – Series m-3 Preferred Stock ​ $ 7,156 ​ $ — ​ $ — ​ $ 7,156 Warrant liability – Series s Preferred Stock ​ $ 23,040 ​ $ — ​ $ — ​ $ 23,040 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Level 1 Level 2 Level 3 December 31, 2020 ​ ​ ​ ​ Assets ​ ​ ​ ​ Cash equivalents: ​ ​ ​ ​ Money market funds ​ $ 4,523 ​ $ 4,523 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ Warrant liability – Series B Preferred Stock ​ $ 88 ​ $ — ​ $ — ​ $ 88 Warrant liability – Series m-1 Preferred Stock ​ $ 315 ​ $ — ​ $ — ​ $ 315 Warrant liability – Series m-3 Preferred Stock ​ $ 1,219 ​ $ — ​ $ — ​ $ 1,219 Warrant liability – Series s Preferred Stock ​ $ 3,995 ​ $ — ​ $ — ​ $ 3,995 ​ F-15 Table of Contents During the years ended December 31, 2021 and 2020, there were no transfers between Level 1, Level 2, or Level 3 assets or liabilities reported at fair value on a recurring basis and the valuation techniques used did not change compared to the Company’s established practice. The following table sets forth a summary of the changes in the fair value of Company’s Level 3 financial liabilities during the years ended December 31, 2021 and 2020, which were measured at fair value on a recurring basis: ​ ​ ​ ​ ​ ​ Warrant Liability Balance as of December 31, 2019 ​ $ 2,246 Initial fair value of Series s Preferred Stock warrants ​ 946 Revaluation of Series B, m-1, m-3 and s Preferred Stock warrants ​ 2,425 Balance as of December 31, 2020 ​ ​ 5,617 Initial fair value of Series s Preferred Stock warrants ​ ​ 10,564 Expired warrants ​ ​ ( 14 ) Exercise of warrants ​ ​ ( 1,319 ) Revaluation of Series B, m-3 and s Preferred Stock warrants ​ ​ 15,718 Balance as of December 31, 2021 ​ $ 30,566 ​ ​ NOTE 3: Debt Obligations Term Loan Agreement In May 2018, the Company entered into a term loan agreement which allowed for individual term loans to be drawn in amounts totaling up to $ 3,500 until January 10, 2019 (the “Loan Agreement”). Each individual term loan called for 18 equal monthly payments of principal plus accrued interest which would fully amortize the term loan. Outstanding borrowings under the term loan agreement bear interest at 1.75 % above the prime rate per annum. Only one individual term loan in the amount of $ 425 was drawn by the Company in May 2018. The loan was fully repaid in February 2019. A warrant for 77,413 shares of class B common stock was also issued to the lender in conjunction with the Loan Agreement and remains outstanding as of December 31, 2021. Financing Arrangement On February 28, 2019 the Company entered into a financing arrangement with Farnam Street Financial (“Farnam”) for $ 3 million (“Financing Arrangement”). Under the Financing Arrangement, the Company collateralized fifty (50) ASRs and has an initial repayment period of two years for a monthly payment of $ 0.1 million per month plus tax and an option to purchase these ASRs back for $ 1.4 million plus tax or, at the end of the two year period (March 2021) the Company can elect to extend the repayment period for an additional year at a monthly payment of $ 7 thousand per month plus tax with a final payment of $ 0.6 million plus tax at the end of the additional year. The Financing Arrangement was subsequently amended to defer certain monthly payments due in 2020 – see Note 10 – Subsequent Events. The effective interest rate under the two and three-year repayment periods is 35 % and 31 %, respectively. The Company accounts for this Financing Arrangement with Farnam by accreting the financing amount using the effective interest rate and assuming repurchase option taking place in March 2021. Interest expense on the Farnam Financing Arrangement during the year ended December 31, 2020 was $ 0.6 million. The Financing Arrangement with Farnam was terminated and settled in November 2020. The final payment to Farnam consisted of the aggregate amount of remaining payments due through March 2021 and a reduced equipment purchase amount of $ 1 million plus tax. Convertible Note Financing On April 30, 2019 the Company signed a Note and Warrant Purchase Agreement under the form of which the Company can issue up to $ 15 million of convertible promissory notes and warrants to purchase up to 3,000,000 shares of Series S Preferred Stock ( 20 % warrant coverage) (the “Convertible Note Financing”). Pursuant to the terms of the Convertible Note Financing, the Company became obligated, to the same group of Convertible Note Financing investors, to exchange their outstanding shares of Series m-3 Preferred Stock for the newly authorized shares of Series m-4 Preferred stock upon the closing of at least $ 1 million in aggregate principal amount of convertible promissory notes under the Convertible Note Financing. Warrants to purchase shares of Series S Preferred Stock of the Company were F-16 Table of Contents also issued to investors who invested in the Convertible Note Financing. The warrants to purchase shares of Series S Preferred Stock have an exercise price of $ 4.50 per share and expire on the earlier of December 31, 2021 or 18 months after the closing of the Company’s first firm commitment underwritten initial public offering of the Company’s common stock pursuant to a registration statement filed under the Securities Act. The convertible promissory notes have a maturity date of January 1, 2022, provide for payment of accrued interest at a rate of 12 % per annum upon the maturity date, are generally the most senior company security (subject to limited subordination carve-outs) and provide for significant discounts upon a qualified financing or an initial public offering, and for a premium upon a change of control. As of December 31, 2021, the Company had issued convertible notes in the aggregate principal amount of $ 14.7 million. Interest expense on the Convertible Note Financing during the year ended December 31, 2021 was $ 0.9 million. Warrants for the purchase of 1,916,100 shares of Series S Preferred Stock were also issued and accrued for, to the holder of the convertible notes and were recorded as a reduction to the convertible notes balance as a debt issuance cost and is being amortized to interest expense over the term of the loan (see Note 4 – Capital Stock and Warrants ) using the effective interest method . As of December 31, 2021, total Convertible Notes receipts of $ 14.7 million were offset by $ 12.7 million of Convertible Note financing issuance costs related to Series S Preferred Stock warrants of which $ 3.5 million has been amortized ($ 2.4 in the year ended December 31, 2021), additionally offset by $ 0.1 million of convertible note legal fees which has been fully amortized ($ 0.1 million in the year ended December 31, 2021) and accrued interest expense of $ 1.6 million. The Convertible Note automatically converts under various scenarios including a qualified financing or initial public offering. As of January 1, 2020, the Convertible Note is convertible at the investors’ option at prices as follows: (i) on or before June 30, 2020, $ 4.50 per share; (ii) after June 30, 2020, but on or before December 31, 2020, $ 4.00 per share; (iii) after December 31, 2020, but on or before June 30, 2021, $ 3.50 per share; and (iv) after June 30, 2021, $ 2.50 per share. On November 18, 2021, the Company agreed to amend the Note and Warrant Purchase Agreement and the convertible notes and warrants to purchase Series S Preferred Stock issued thereunder principally as follows: (i) the scheduled maturity date of the convertible notes was extended from January 1, 2022 to January 1, 2024, (ii) the interest rate of the convertible notes was reduced from 12 % per annum to 3 % per annum starting on January 1, 2022, (iii) the conversion terms of the convertible notes were revised so that the convertible notes will automatically convert into Class A Common Stock upon the listing of the Company's common stock for trading on a nationally recognized securities exchange (e.g., the New York Stock Exchange) or inter-dealer quotation system (e.g., Nasdaq), (iv) the exercise period of the warrants was extended from December 31, 2021 to December 31, 2024 and will commence on January 1, 2023, and (v) the cashless exercise feature was removed from the warrants. The conversion price of the convertible notes for conversion into Class A Common Stock was not changed and remains at $ 2.50 per share and the exercise price of the warrants to purchase Series S Preferred Stock was not changed and remains at $ 4.50 per share. On December 9, 2019, the Company entered into a Financing Arrangement with Reliant Funding (“December 2019 Financing Arrangement”) to receive $ 0.3 million to be repaid in sixty-three ( 63 ) equal payments of $ 5 per business day over approximately three months. The annual effective interest rate of this December 2019 Financing Arrangement was 37 %. The loan was paid off on March 11, 2020. On March 19, 2020, the Company entered into a Financing Agreement with Wall Street Funding (“March 2020 Financing Arrangement”). Under the March 2020 Financing Arrangement, the Company received $ 0.3 million which was repaid over one hundred ( 100 ) equal payments of $ 4 payable each business day. The effective interest rate under this repayment period was 419 %. The loan was paid off on August 07, 2020. On April 24, 2020, the Company, entered into a promissory note evidencing an unsecured loan in the aggregate amount of approximately $ 0.8 million made to Knightscope under the Paycheck Protection Program that was established under the Coronavirus Aid, Relief, and Economic Security Act and was administered by the U.S. Small Business Administration (“SBA”) (the “PPP Loan”). The PPP Loan to Knightscope was made through Fresno First Bank. The interest rate on the PPP Loan was 1.00 % and the term was two years. F-17 Table of Contents The Company submitted its PPP Loan forgiveness application to the SBA in January 2021. The PPP Loan of $ 0.8 million and the accrued interest of $ 9 were forgiven by the SBA on May 20, 2021. The amortized carrying amount of our debt obligations consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Convertible notes, net of fees and discount ​ $ 7,109 ​ $ 3,756 PPP Loan ​ — ​ 823 Total debt ​ 7,109 ​ 4,579 Less: current portion of debt obligations ​ 7,109 ​ — Non-current portion of debt obligations ​ $ — ​ $ 4,579 ​ ​ ​ NOTE 4: Capital Stock and Warrants In May 2019, the Company amended and restated its Certificate of Incorporation. As of December 31, 2021, the Company was authorized to issue three classes of $ 0.001 par value stock consisting of Class A common stock (“Class A Common Stock”), Class B common stock (“Class B Common Stock”) and Preferred Stock totaling 187,405,324 shares. The total number of shares the Company has the authority to issue under each class consists of common stock designated as 114,000,000 shares of Class A Common Stock and 30,000,000 shares of Class B Common Stock, 43,405,324 shares of $ 0.001 par value Preferred Stock, with Preferred Stock designated as 8,936,015 shares of Series A Preferred Stock (“Series A Preferred Stock”), 4,707,501 shares of Series B Preferred Stock (“Series B Preferred Stock”), 6,666,666 shares of Series m Preferred Stock (“Series m Preferred Stock”), 333,334 shares of Series m-1 Preferred Stock (“Series m-1 Preferred Stock”), 1,660,756 shares of Series m-2 Preferred Stock (“Series m-2 Preferred Stock”), 3,490,658 shares of Series m-3 Preferred Stock (“Series m-3 Preferred Stock”), 13,108,333 shares of Series S Preferred Stock (“Series S Preferred Stock”) and 4,502,061 shares of Series m-4 Preferred Stock (“Series m-4 Preferred Stock”). Preferred Stock Other than a change of control or in a liquidation, dissolution or winding up of the Company whether voluntary or involuntary or upon the occurrence of a deemed liquidation event, the Preferred Stock is non-redeemable. As a result of the liquidation preference, the Preferred Stock was not classified as part of stockholders’ deficit in the accompanying balance sheets in accordance with ASC 480-10-S99, SEC Materials . The Company has excluded all series of Preferred Stock from being presented within stockholders’ deficit in the accompanying balance sheets due to the nature of the liquidation preferences. Effective December 23, 2016, the Company was qualified by the SEC to offer up to 6,666,666 shares of Series m Preferred Stock to accredited and non-accredited investors in an offering pursuant to Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). The offering commenced in January 2017 for up to $ 20 million of the Company’s Series m Preferred Stock pursuant to Regulation A at a price of $ 3.00 per share and closed at the end of 2017. The Company received net proceeds of approximately $ 18.2 million from the sale of its Series m Preferred Stock through the Regulation A offering as well as from private placement transactions through December 31, 2017. The Company entered into Series m-3 Preferred Stock Purchase Agreements with certain purchasers pursuant to which the Company issued and sold directly to the purchasers an aggregate of 1,038,571 and 410,972 shares of the Company’s Series m-3 Preferred Stock in December 2017 and year ended 2018, respectively, par value $ 0.001 per share, at a price of $ 3.50 per share. The Company received net proceeds of approximately $ 3.6 million and $ 1.4 million in December 2017 and the year ended 2018, respectively. In January and February 2018, the Company converted 1,327,423 shares of Series m Preferred Stock into shares of Series m-2 Preferred Stock at a 1 : 1 conversion ratio. In January 2018, the Company issued 333,333 shares of Series m-2 Preferred Stock, par value $ 0.001 per share, at a price of $ 3.00 per share. On July 11, 2018, the Company commenced an offering of up to $ 50 million of its Series S Preferred Stock pursuant to Regulation D and Regulation S to raise additional capital for operations (the “Regulation D Offering”). The Company is offering to sell up to 6,250,000 shares of Series S Preferred Stock, which are convertible into shares of Class A Common Stock, at a price of $ 8.00 per share. Consistent with prior financings by the Company, the Regulation D Offering has been conducted with rolling closes, and such closes may continue for another 6 to 15 months . As of December 31, 2019, the Company has raised approximately $ 3.8 million through the Regulation D F-18 Table of Contents Offering, of which $ 1 million was received during year ended December 31, 2019. Issuance costs related to Regulation D Offering were $ 3 million as of December 31, 2019. On May 21, 2019, the Company filed an offering statement in connection with a proposed offering of up to $ 50 million of its Series S Preferred Stock pursuant to Regulation A of the Securities Act, to raise additional capital for operations (the “2019 Regulation A Offering”). The offering statement was qualified by the Securities and Exchange Commission on July 22, 2019 and the Company commenced the 2019 Regulation A Offering shortly thereafter. Consistent with prior financings by the Company, the 2019 Regulation A Offering was conducted as a continuous offering pursuant to Rule 251(d)(3) of Regulation A, meaning that while the offering of securities is continuous, active sales of securities may happen sporadically over the term of the offering. For clarity, the 2019 Regulation A Offering was conducted simultaneously with the Regulation D Offering for aggregate proceeds of $ 50 million. As of December 31, 2021, the Company has raised $ 44.6 million from the 2019 Regulation A Offering, offset by $ 4.6 million issuance costs. In June 2019, the Company issued to investors in the Convertible Note Financing, 1,432,786 shares of its Series m-4 Preferred Stock in exchange for 1,432,786 shares of its shares of Series m-3 Preferred Stock. The Series m-4 Preferred Stock has a senior liquidation preference to all other Preferred Stock and Common Stock of the Company, has an accruing payment in kind dividend of 12 %, in the form of m-4 Preferred shares, and has certain other preferential rights, including voting rights. Due to higher seniority and different terms of Series m-4 Preferred Stock compared to Series m-3 Preferred Stock, this exchange resulted in an increase in fair value of Series m-4 Preferred Stock exchanged from Series m-3 Preferred Stock of $ 0.9 million that was recorded as interest expense on the exchange date. On June 15, 2020, the Company filed an offering statement in connection with a proposed offering of up to $ 25 million of its Series S Preferred Stock pursuant to Regulation A of the Securities Act, to raise additional capital for operations (the “2020 Regulation A Offering”). The offering statement was qualified by the Commission on October 21, 2020 and the Company commenced the 2020 Regulation A Offering shortly thereafter. Consistent with prior financings by the Company, the 2020 Regulation A Offering was conducted as a continuous offering pursuant to Rule 251(d)(3) of Regulation A, meaning that while the offering of securities is continuous, active sales of securities may happen sporadically over the term of the offering. For clarity, the 2020 Regulation A Offering was conducted simultaneously with the Regulation D Offering for aggregate proceeds of $ 50 million. As of December 31, 2020, the Company had raised approximately $ 2.5 million from the 2020 Regulation A Offering. The 2020 Regulation A Offering terminated on April 21, 2021. Please refer to Note 10 - Subsequent Events, for additional information. All classes of preferred stock have a par value of $ 0.001 per share. The following tables summarize convertible preferred stock authorized and issued and outstanding as of December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares ​ Proceeds Net ​ Aggregate ​ ​ Shares ​ Issued and ​ of Issuance ​ Liquidation December 31, 2021 Authorized Outstanding Costs Preference Series A Preferred Stock 8,936,015 6,155,564 ​ $ 2,663 ​ $ 5,498 Series B Preferred Stock 4,707,501 3,726,092 ​ 7,559 ​ 7,601 Series m Preferred Stock 6,666,666 4,574,917 ​ 11,881 ​ 13,725 Series m-1 Preferred Stock 333,334 186,872 ​ 1,319 ​ 561 Series m-2 Preferred Stock 1,660,756 1,251,666 ​ 3,755 ​ 3,755 Series m-3 Preferred Stock 3,490,658 16,757 ​ 46 ​ 59 Series m-4 Preferred Stock 4,502,061 — ​ — ​ — Series S Preferred Stock 13,108,333 3,705,239 ​ 29,995 ​ 29,642 ​ 43,405,324 19,617,107 ​ $ 57,218 ​ $ 60,841 ​ Conversion Rights 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 after the date of issuance of those shares into fully paid non-assessable 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 after the date of issuance of such shares into fully paid non-assessable shares of Class A Common Stock at the then-applicable conversion rate. Both Super Voting Preferred Stock and Ordinary Preferred Stock will be automatically converted into fully paid non- F-19 Table of Contents assessable shares of Class A Common Stock (i) immediately prior to an IPO, or (ii) upon receipt by the Company of a written request for such conversion from the holders of a majority of the preferred stock then outstanding and voting as a single class on an as-converted basis other than the Series m-4 Preferred Stock then outstanding, or (iii) with respect to the Series m-4 Preferred Stock, upon the receipt by the Company of a written request for such conversion from the holders of a majority of the Series m-4 Preferred Stock then outstanding. The stock will convert in the same manner as a voluntary conversion. Voting Rights Super Voting Preferred stockholders vote on an as converted to Class B Common Stock basis and Class B Common Stock are entitled to ten votes for each share of Class B Common Stock held. Ordinary Preferred stockholders are entitled to one vote for each share of Class A Common Stock held. Class A and Class B Common stockholders vote together as one class on all matters. The holders of the preferred stock, the Class A Common Stock and Class B Common Stock vote together and not as separate classes. Holders of Preferred Stock are entitled to vote on all matters submitted to a vote of the stockholders, including the election of directors, as a single class with the holders of common stock. William Santana Li, the Chief Executive Officer and sole director of the Company, holds the Voting Proxy to vote substantially all of the shares of the Company’s Series m-4 Preferred Stock, and the stock issued upon the conversion of warrants to purchase all of the shares of the Company’s Series m-3 Preferred Stock and upon the conversion of warrants to purchase shares of the Company’s Series S Preferred Stock, and the stock issuable upon conversion of the convertible promissory notes issued as part of the Convertible Note Financing, in each case to the extent that such shares are held by participants in the Convertible Note Financing. Dividends Rights In any calendar year, the holders of outstanding shares of Preferred Stock are entitled to receive dividends, when, as and if declared by the Board of Directors, out of any assets at the time legally available therefor, at the dividend rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Common Stock of the Company in such calendar year. Except the PIK dividends described below, the right to receive dividends on shares of Preferred Stock is not cumulative, and no right to dividends shall accrue to holders of Preferred Stock by reason of the fact that dividends on said shares are not declared or paid. Holders of Series m-4 Preferred Stock are entitled to receive cumulative dividends payable semi-annually in arrears with respect to each dividend period ending on and including the last calendar day of each six-month period ending March 31 and September 30, respectively at an annual rate of $ 0.42 per share in the form of Series m-4 Preferred Stock (“PIK Dividends). The Company has no obligation to pay any dividends other than the PIK Dividends to the holders of Series m-4 Preferred Stock, except when, as and if declared by the Board of Directors out of any assets at the time legally available therefor or as otherwise specifically provided in its amended and restated certificate of incorporation. No distribution will be made with respect to the other series of Preferred Stock or Common Stock until all declared or accrued but unpaid dividends on the Series m-4 Preferred Stock have been paid or set aside for payment to the Series m-4 Preferred Stockholders. No distributions shall be made with respect to the Series B Preferred Stock, the Series m Preferred Stock, the Series m-1 Preferred Stock, the Series m-2 Preferred Stock, Series A Preferred Stock or Series m-3 Preferred Stock unless dividends on the Series S Preferred Stock have been declared in accordance with the preferences stated in the amended and restated certificate of incorporation and all declared dividends on the Series S Preferred Stock have been paid or set aside for payment to the Series S Preferred Stockholders. No distributions shall be made with respect to the Series A Preferred Stock or Series m-3 Preferred Stock unless dividends on the Series B Preferred Stock, the Series m Preferred Stock, the Series m-1 Preferred Stock and the Series m-2 Preferred Stock have been declared in accordance with the preferences stated in the amended and restated certificate of incorporation and all declared dividends on the Series B Preferred Stock, the Series m Preferred Stock, the Series m-1 Preferred Stock and the Series m-2 Preferred Stock have been paid or set aside for payment to the Series B Preferred Stockholders, the Series m Preferred Stockholders, the Series m-1 Preferred Stockholders and the Series m-2 Preferred Stockholders, as applicable. F-20 Table of Contents No distributions shall be made with respect to the Series m-3 Preferred Stock unless dividends on the Series A Preferred Stock have been declared in accordance with the preferences stated in the amended and restated certificate of incorporation and all declared dividends on the Series A Preferred Stock have been paid or set aside for payment to the Series A Preferred Stockholders. No distributions shall be made with respect to the Common Stock unless dividends on the Series m-3 Preferred Stock have been declared in accordance with the preferences stated in the amended and restated certificate of incorporation and all declared dividends on the Series m-3 Preferred Stock have been paid or set aside for payment to the Series m-3 Preferred Stockholders. The Company has never declared or paid cash dividends on any of its capital stock and currently does not anticipate paying any cash dividends after this offering or in the foreseeable future. Right to receive Liquidation Distributions In the event of any Liquidation Event, as defined in the Company’s amended and restated certificate of incorporation (which includes the liquidation, dissolution, merger, acquisition or winding up of the Company), the holders of the Series m-4 Preferred Stock are entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of the other series of Preferred Stock or Common Stock by reason of their ownership of such stock, an amount per share for each share of Series m-4 Preferred Stock held by them equal to the greater of (A): the sum of (i) the Liquidation Preference specified for such share of Series m-4 Preferred Stock, and (ii) all accrued but unpaid PIK Dividends (if any) on such share of Series m-4 Preferred Stock, whether or not declared, or (B) the consideration that such Holder would receive in the Liquidation Event if all shares of Series m-4 Preferred Stock were converted to Class A Common Stock immediately prior to such Liquidation Event, or (C) such lesser amount as may be approved by the holders of the majority of the outstanding shares of Series m-4 Preferred Stock, where for purposes of (B) such Holder is deemed to hold, in addition to each of its shares of Series m-4 Preferred Stock, any additional shares of Series m-4 Preferred Stock that constitute all accrued but unpaid PIK Dividends, whether or not declared. If upon the Liquidation Event, the assets of the Company legally available for distribution to the holders of the Series m-4 Preferred Stock are insufficient to permit the payment to such holders of the full amounts specified in our amended and restated certificate of incorporation, then the entire assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Series m-4 Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive. The Series m-4 Preferred Stock has a $ 7.00 per share liquidation preference, which is 2x its original issue price. The holders of the Series S Preferred Stock are entitled to receive, after distributions to Series m-4 Preferred stockholders and prior and in preference to any distribution of any of the assets of the Company to the holders of the Series A Preferred Stock, Series B Preferred Stock, Series m Preferred Stock, Series m-1 Preferred Stock, Series m-2 Preferred Stock, Series m-3 Preferred Stock or Common Stock by reason of their ownership of such stock, an amount per share for each share of Series S Preferred Stock held by them equal to the greater of (A): the sum of (i) $ 8.00 per share of Series S Preferred Stock, and (ii) all declared but unpaid dividends (if any) on such share of Series S Preferred Stock, or (B) the amount such Holder would receive if all shares of Series S Preferred Stock were converted to Common Stock immediately prior to such Liquidation Event, or (C) such lesser amount as may be approved by the holders of the majority of the outstanding shares of Series S Preferred Stock. If upon the Liquidation Event, the assets of the Company legally available for distribution to the holders of the Series S Preferred Stock are insufficient to permit the payment to such holders of the full amounts specified in our amended and restated certificate of incorporation, then the entire assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Series S Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive. The holders of the Series B Preferred Stock, the Series m Preferred Stock, the Series m-1 Preferred Stock and the Series m-2 Preferred Stock shall be entitled to receive, after distributions to Series m-4 and Series S Preferred stockholders and prior and in preference to any distribution of any of the assets of the Company to the holders of the Series A Preferred Stock, Series m-3 Preferred Stock or Common Stock by reason of their ownership of such stock, an amount per share for each share of Series B Preferred Stock, the Series m Preferred Stock, the Series m-1 Preferred Stock and the Series m-2 Preferred Stock held by them equal to the greater of (A): the sum of (i) $ 2.0401 per share of Series B Preferred Stock, $ 3.00 per share of Series m Preferred Stock, $ 3.00 per share of Series m-1 Preferred Stock or $ 3.00 per share of Series m-2 Preferred Stock, as applicable, and (ii) all declared but unpaid dividends (if any) on such share of Series B Preferred Stock, Series m Preferred Stock, Series m-1 Preferred Stock or Series m-2 Preferred Stock, as applicable, or (B) the amount such Holder would receive if all shares of the applicable series of Preferred Stock were converted to Common Stock immediately prior to such Liquidation Event, or (C) such lesser amount as may be approved by the holders of the majority of the outstanding shares of Series B Preferred Stock, Series m Preferred Stock, Series m-1 Preferred Stock and Series m-2 Preferred Stock, voting together as a single class. If upon the Liquidation Event, the assets of the Company legally available for distribution to the holders of the Series B F-21 Table of Contents Preferred Stock, the Series m Preferred Stock, the Series m-1 Preferred Stock and the Series m-2 Preferred Stock are insufficient to permit the payment to such holders of the full amounts specified in our amended and restated certificate of incorporation, then the entire assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Series B Preferred Stock, the Series m Preferred Stock, the Series m-1 Preferred Stock and the Series m-2 Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive. The holders of Series A Preferred Stock are entitled to receive, after distributions to Series m-4, Series S, Series B, Series m, Series m-1 and Series m-2 Preferred Stock and prior and in preference to any distribution of any of the assets of the Company to the holders of Common Stock or Series m-3 Preferred Stock by reason of their ownership of such stock, an amount per share for each share of Series A Preferred Stock held by them equal to the greater of: (A) the sum of (i) $ 0.8932 per share of Series A Preferred Stock and (ii) all declared but unpaid dividends (if any) on such share of Series A Preferred Stock, or (B) the amount such Holder would receive if all shares of Series A Preferred Stock were converted to Common Stock immediately prior to such Liquidation Event, or (C) such lesser amount as may be approved by the holders of the majority of the outstanding shares of Series A Preferred Stock. If upon a Liquidation Event, the assets of the Company legally available for distribution to the holders of the Series A Preferred Stock are insufficient to permit the payment to such holders of the full amounts specified in our amended and restated certificate of incorporation, then the entire assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Series A Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive. The holders of Series m-3 Preferred Stock are entitled to receive, after distributions to Series m-4, Series S, Series B, Series m, Series m-1 and Series m-2, and Series A Preferred Stock and prior and in preference to any distribution of any of the assets of the Company to the holders of Common Stock by reason of their ownership of such stock, an amount per share for each share of Series m-3 Preferred Stock held by them equal to the greater of (A): the sum of (i) the $ 3.50 per share of Series m-3 Preferred Stock and (ii) all declared but unpaid dividends (if any) on such share of Series m-3 Preferred Stock, or (B) the amount such Holder would receive if all shares of Series m-3 Preferred Stock were converted to Common Stock immediately prior to such Liquidation Event, or (C) such lesser amount as may be approved by the holders of the majority of the outstanding shares of Series m-3 Preferred Stock. If upon a Liquidation Event, the assets of the Company legally available for distribution to the holders of the Series m-3 Preferred Stock are insufficient to permit the payment to such holders of the full amounts specified in our amended and restated certificate of incorporation, then the entire assets of the Corporation legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Series m-3 Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive. After payment of all liquidation preferences to the holders of the Preferred Stock, as outlined below, all remaining assets of the Company legally available for distribution shall be distributed pro rata to the holders of the common stock, without any participation in such liquidation by the Preferred Stock. Our amended and restated certificate of incorporation explicitly requires that before any shares of Preferred Stock are converted into common stock, the relevant holder’s right to liquidation preference be surrendered, in order to prevent treatment of shares as both Preferred Stock and common stock for the purpose of distributions of assets upon a Liquidation Event. Preemptive Rights The Company has granted one investor in its Series m Preferred Stock financing the right to invest up to their pro rata share on a fully-diluted basis in the offerings of securities of the Company. The combined pro-rata rights of such stockholder immediately prior to the filing of the Offering Statement is less than 1 % of the fully-diluted capitalization of the Company. Common Stock Each share of Class B Common Stock is convertible into one fully paid and non-assessable share of Class A Common Stock at the option of the holder at any time. Each share of Class B Common Stock will automatically convert into one fully paid and non-assessable share of Class A Common Stock upon the sale, assignment, transfer or disposition of the share or any interest in the share. Warrants On January 16, 2018, March 16, 2018, and June 20, 2018, the Company issued warrants in connection with the Company’s Series m-3 financing to purchase an aggregate of 394,215 shares of the Company’s Series m-3 Preferred Stock. The warrants have an exercise price of $ 4.00 per share and expire on the earlier of: a) two years from the date of the warrant; b) the acquisition of the Company by another entity by means of any transaction or series of transactions to which the Company is a party or sale, lease or disposition of all or substantially all of the assets of the Company, or c) immediately prior to the closing of an initial public offering pursuant to an effective F-22 Table of Contents registration statement filed under the Securities Act covering the offering and sale of the Company’s common stock. The warrants issued qualify as liability instruments as the warrants are exercisable into Series m-3 Preferred Stock which are redeemable upon a change of control or any liquidation or winding up of the Company whether voluntary or involuntary. The warrants have been classified as a noncurrent liability on the Company’s balance sheets and were recorded as a component of the issuance costs related to the Series m-3 Preferred Stock. The Series m-3 warrant is valued at market at the end of every reporting period until the warrant is exercised or expires with the change in fair value being recorded in other income (expense) on the Company’s statements of operations. In connection with the Loan Agreement entered into in May 2018 (see Note 3 – Debt Obligations ), the Company issued a warrant to purchase 77,413 shares of Class B Common Stock. The warrant has an exercise price of $ 1.26 per share and expires on the earlier of ten years from the date of the warrant and is subject to automatic conversion if the fair value of the Company’s stock exceeds the exercise price as of the expiration date. The Company determined the fair value of this warrant using the Black-Scholes option pricing model. The fair-value of the Series B warrant of $ 0.1 million was recorded as a discount to the underlying loan at the execution date of the Loan Agreement resulting in the recognition of interest expense in the amount of $ 36 thousand during the year ended December 31, 2018. On April 30, 2019, the Company entered into the “Convertible Note Financing”. Pursuant to the terms of the Convertible Note Financing, the Company became obligated to exchange its outstanding shares of Series m-3 Preferred Stock for the newly authorized shares of Series m-4 Preferred stock upon the closing of at least $ 1 million in aggregate principal amount of convertible promissory notes under the Convertible Note Financing. Warrants to purchase shares of Series S Preferred Stock of the Company were also issued to investors who invested in the Convertible Note Financing. The warrants to purchase shares of Series S Preferred Stock have an exercise price of $ 4.50 per share and expire on the earlier of December 31, 2021, or 18 months after the closing of the Company’s first firm commitment underwritten initial public offering of the Company’s common stock pursuant to a registration statement filed under the Securities Act. As of December 31, 2021, the Company had issued and accrued warrants to purchase up to 2,941,814 shares of Series S Preferred Stock. These warrants issued qualify as liability instruments as the warrants are exercisable into Series S Preferred Stock which are redeemable upon a change of control or any liquidation or winding up of the Company whether voluntary or involuntary. The warrants have been classified as a current liability on the Company’s balance sheets and were recorded as a component of the issuance costs related to Convertible Note. The Series S warrants are valued at market at the end of every reporting period until the warrants are exercised or expire with the change in fair value being recorded in other income (expense) on the Company’s statements of operations. On November 18, 2021, the Company agreed to amend the Note and Warrant Purchase Agreement and the convertible notes and warrants to purchase Series S Preferred Stock issued thereunder principally as follows: (i) the scheduled maturity date of the convertible notes was extended from January 1, 2022 to January 1, 2024, (ii) the interest rate of the convertible notes was reduced from 12 % per annum to 3 % per annum starting on January 1, 2022, (iii) the conversion terms of the convertible notes were revised so that the convertible notes will automatically convert into Class A Common Stock upon the listing of the Company's common stock for trading on a nationally recognized securities exchange (e.g., the New York Stock Exchange) or inter-dealer quotation system (e.g., Nasdaq), (iv) the exercise period of the warrants was extended from December 31, 2021 to December 31, 2024 and will commence on January 1, 2023, and (v) the cashless exercise feature was removed from the warrants. The conversion price of the convertible notes for conversion into Class A Common Stock was not changed and remains at $ 2.50 per share and the exercise price of the warrants to purchase Series S Preferred Stock was not changed and remains at $ 4.50 per share. Pursuant to the terms of the Convertible Note Financing, the Company became obligated to exchange certain of its outstanding shares of Series m-3 Preferred Stock for the newly authorized shares of Series m-4 Preferred Stock. On June 10, 2019, the Company issued 1,432,786 shares of its Series m-4 Preferred Stock in exchange for 1,432,786 shares of its shares of Series m-3 Preferred Stock. On July 23, 2019, the Company issued a warrant to purchase 1,500,000 shares of its Series S Preferred Stock, par value $ 0.001 per share (the “Warrant”), to Proud Productions LLC (“Proud”) pursuant to the terms of a Distribution Assignment and Warrant Purchase Agreement, dated as of July 22, 2019 (the “Purchase Agreement”). The Warrant is exercisable at $ 8.00 per share beginning July 24, 2021 and expiring on July 31, 2024. The Warrant was issued in connection with an upcoming television series to be produced by Proud featuring the Company’s products (the “Series”). Discussions have also involved other potential revenue streams and opportunities relating to the Series. In November 2021, warrants were exercised for Series m-1 Preferred Stock in a cashless exercise, resulting in the issuance of 186,872 shares of Series m-1 Preferred Stock, net, and reclassing $ 1.3 million from preferred stock warrant liability to Series m-1 Preferred Stock. F-23 Table of Contents A summary of the Company’s outstanding warrants as of December 31, 2021, is as follows: ​ ​ ​ ​ ​ ​ ​ ​ Class of shares Number of warrants Exercise price Expiration date Common B 44,500 ​ $ 0.2500 ​ April 10, 2025 Common B 77,413 ​ $ 1.2600 ​ May 23, 2028 Series B Preferred Stock 53,918 ​ $ 2.0401 ​ November 7, 2026 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 ​ Common Stock Reserved for Future Issuance Shares of common stock reserved for future issuance relate to outstanding preferred stock, warrants and stock options as follows: ​ ​ ​ ​ ​ December 31, ​ ​ 2021 Series A Preferred Stock (convertible to Class B common stock) 6,155,564 Series B Preferred Stock (convertible to Class B common stock) 3,726,092 Series m Preferred Stock (convertible to Class A common stock) 4,574,917 Series m-1 Preferred Stock (convertible to Class A common stock) ​ 186,872 Series m-2 Preferred Stock (convertible to Class B common stock) 1,251,666 Series m-3 Preferred Stock (convertible to Class A common stock) 16,757 Series S Preferred Stock (convertible to Class A common stock) 3,705,239 Stock options to purchase common stock 8,799,415 Warrants outstanding for future issuance of convertible preferred stock and common stock 6,050,431 Stock options available for future issuance 216,003 Total shares of common stock reserved 34,682,956 ​ ​ ​ NOTE 5: Share-Based Compensation Equity Incentive Plans In April 2014, the Board of Directors adopted the 2014 Equity Incentive Plan (the “2014 Plan”) allowing for the issuance of up to 2,000,000 shares of common stock through grants of options, stock appreciation rights, restricted stock or restricted stock units. In December 2016, the 2014 Plan was terminated, and the Company’s Board of Directors adopted a new equity incentive plan defined as the 2016 Equity Incentive Plan (the “2016 Plan”) in which the remaining 1,936,014 shares available for issuance under the 2014 Plan at that time were transferred to the Company’s 2016 Plan. Awards outstanding under the 2014 Plan at the time of the 2014 Plan’s termination will continue to be governed by their existing terms. The shares underlying any awards that are forfeited, canceled, repurchased or are otherwise terminated by the Company under the 2014 Plan will be added back to the shares of common stock available for issuance under the Company’s 2016 Plan. The 2016 Plan provides for the granting of stock awards such as incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock or restricted stock units to employees, directors and outside consultants as determined by the Board of Directors. Upon the termination of the 2014 Plan, all shares granted revert to the 2016 Plan. As of December 31, 2021, 216,003 shares were available for future grants under the 2016 Plan. The Board of Directors may grant stock options under the 2016 Plan at a price of not less than 100 % of the fair market value of the Company’s common stock on the date the option is granted. The option exercise price generally may not be less than the underlying stock’s fair market value at the date of grant and generally have a term of ten years . Incentive stock options granted to employees who, on the date of grant, own stock representing more than 10 % of the voting power of all of the Company’s classes of stock, are granted at an exercise price of not less than 110 % of the fair market value of the Company’s common stock. The maximum term of incentive stock options granted to employees who, on the date of grant, own stock having more than 10 % of the voting power of all the Company’s classes of stock, may not exceed five years . The Board of Directors also determines the terms and conditions of awards, including the vesting schedule and any forfeiture provisions. Options granted under the 2016 Plan may vest upon the passage of time, generally four years , or upon the attainment of certain performance criteria established by the Board of Directors. The Company may from time-to-time grant options to purchase common stock to nonemployees for advisory and consulting services. At each measurement date, the Company will remeasure the fair value of these stock options using the Black-Scholes option pricing model and recognize the expense F-24 Table of Contents ratably over the vesting period of each stock option award. The amounts granted each calendar year to an employee or non-employee is limited depending on the type of award. Stock options comprise all of the awards granted since the Plan’s inception. Stock option activity under all of the Company’s equity incentive plans as of December 31, 2021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ Average ​ ​ ​ ​ ​ Shares ​ Number of ​ Average ​ Remaining ​ Aggregate ​ ​ Available for ​ Shares ​ Exercise ​ Contractual ​ Intrinsic ​ ​ Grant ​ Outstanding ​ Price ​ Life (Years) ​ Value (000's) Outstanding at December 31, 2019 4,759,566 4,270,248 ​ $ 1.05 7.92 $ 178 Granted ( 4,239,500 ) 4,239,500 ​ 1.52 ​ Exercised ​ ​ ​ ( 10,000 ) ​ ​ 0.25 ​ ​ ​ ​ ​ Forfeited 1,443,748 ( 1,443,748 ) ​ 1.06 ​ Outstanding at December 31, 2020 1,963,814 7,056,000 ​ ​ 1.33 8.58 ​ ​ 7,116 Granted ( 2,415,000 ) 2,415,000 ​ 7.75 ​ Exercised — ( 4,396 ) ​ 0.91 ​ Forfeited 657,189 ( 657,189 ) ​ 1.83 ​ Expired ​ 10,000 ​ ( 10,000 ) ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at December 31, 2021 216,003 8,799,415 ​ $ 3.07 8.12 ​ $ 60,924 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vested and exercisable as of December 31, 2021 ​ ​ 3,640,675 ​ $ 1.15 6.92 ​ $ 32,226 ​ The weighted average grant date fair value of options granted during the years ended December 31, 2021 and 2020 was $ 3.69 and $ 0.61 per share, respectively. There were 4,396 and 10,000 option exercises during the years ended December 31, 2021 and 2020, respectively. The fair value of stock options that vested during the years ended December 31, 2021 and 2020 was $ 1 million and $ 0.7 million, respectively. As of December 31, 2021, the Company had unamortized stock-based compensation expense of $ 10.1 million that will be recognized over the average remaining vesting term of options of 2.88 years. The assumptions utilized for option grants during the years ended December 31, 2021, 2020 and 2019 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2021 2020 Risk-free interest rate 1.16 % 0.43 - 1.17 % Expected dividend yield — % — % Expected volatility 49.74 % 51.66 % Expected term (in years) 3.43 6.1 ​ ​ A summary of stock-based compensation expense recognized in the Company’s statements of operations is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ 2021 2020 Cost of revenue, net ​ $ 201 ​ $ 100 Research and development ​ 386 ​ 266 Sales and marketing ​ 167 ​ 113 General and Administrative ​ 515 ​ 40 Total ​ $ 1,269 ​ $ 519 ​ ​ ​ NOTE 6: Employee Benefit Plan The Company administers a 401(K) retirement plan (the “401(K) Plan”) in which all employees are eligible to participate. Each eligible employee may elect to contribute to the 401(K) Plan. During the years ended December 31, 2021 and 2020, the Company has made no matching contributions. F-25 Table of Contents NOTE 7: Income Taxes The Company has incurred cumulative U.S. net operating losses (NOL) since inception. The provision for income taxes consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 2020 Current: ​ ​ Federal ​ $ — ​ $ — State ​ — ​ 800 Total current expense ​ — ​ 800 ​ ​ ​ ​ ​ ​ ​ Deferred: ​ ​ Federal ​ — ​ — State ​ — ​ — Total deferred expense ​ — ​ — Total provision for income taxes ​ $ — ​ $ 800 ​ Reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate of 21 % is as follows: ​ ​ ​ ​ ​ ​ ​ ​ 2021 2020 Provision at statutory rate 21.0 % 21.0 % Convertible notes ( 2.1 ) ( 1.6 ) ​ Fair value adjustment ( 7.5 ) ( 2.6 ) ​ Change in valuation allowance ( 11.7 ) ( 16.9 ) ​ Other 0.3 0.1 ​ Effective tax rate 0.0 % 0.0 % ​ Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets and liabilities for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) ​ 2021 2020 Deferred tax assets: ​ ​ Net operating loss carryforwards ​ $ 21,983 ​ $ 16,046 Research and development credit carryforwards ​ 1,395 ​ 1,192 Accruals and other ​ 374 ​ 181 Lease liability ​ ​ 287 ​ ​ 435 Property, equipment and software ​ 162 ​ 32 Amortization ​ 49 ​ 54 Other ​ 18 ​ 18 Total deferred tax assets ​ 24,268 ​ 17,958 Valuation allowance ​ ( 23,992 ) ​ ( 17,537 ) Deferred tax assets recognized ​ 276 ​ 421 Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Right of use asset ​ ​ ( 276 ) ​ ​ ( 421 ) Total deferred tax liabilities ​ ( 276 ) ​ ( 421 ) Net deferred taxes ​ $ — ​ $ — ​ The Company considers all available evidence, both positive and negative, including historical levels of taxable income, expectations and risks associated with estimates of future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. As of December 31, 2021 and 2020, based on the Company’s analysis of all available evidence, both positive and negative, it was considered more likely than not that the Company’s deferred tax assets would not be realized and, as a F-26 Table of Contents result, the Company recorded a full valuation allowance for its deferred tax assets. The valuation allowance increased $ 6.5 million and $ 3.9 million during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company had U.S. federal net operating loss carryforwards amounts of approximately $ 84.3 million of which $ 23.3 million begin to expire in 2033 and $ 61.0 million can be carried over indefinitely. As of December 31, 2021, the Company had federal research and development tax credits of approximately $ 0.7 million which begin to expire in 2033. As of December 31, 2021, the Company had state net operating loss carryforwards amounts of approximately $ 61.5 million which begin to expire in 2023. As of December 31, 2021, the Company had state research and development tax credits of approximately $ 1.2 million, which do not expire. Utilization of the federal and state net operating loss and federal and state research and development tax credit carryforwards may be subject to annual limitations due to the ownership percentage change provisions of the Internal Revenue Code Section 382 and similar state provisions. The annual limitations may result in the inability to fully offset future annual taxable income and could result in the expiration of the net operating loss carry forwards before utilization. The Company accounts for uncertainty in income taxes in accordance with ASC 740. Tax positions are evaluated in a two-step process, whereby the Company first determines whether it is more likely than not that a tax position will be sustained upon examination by tax authorities, including resolutions of any related appeals or litigation processes, based on technical merit. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognized in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) 2021 2020 Unrecognized tax benefits as of the beginning of the year ​ $ 247 ​ $ 208 Increases related to prior year tax provisions ​ 24 ​ — Decrease related to prior year tax provisions ​ — ​ — Increase related to current year tax provisions ​ 42 ​ 39 Statute lapse ​ — ​ — Unrecognized tax benefits as of the end of the year ​ $ 313 ​ $ 247 ​ The Company’s unrecognized tax benefits as of December 31, 2021 relate entirely to research and development credits. The total amount of unrecognized tax benefits at December 31, 2021 is $ 0.3 million. If recognized, none of the unrecognized tax benefits would impact the effective tax rate because of the valuation allowance. The Company’s policy is to recognize interest and penalties to income taxes as components of interest expense and other expense, respectively. The Company did not accrue interest or penalties related to unrecognized tax benefits as of December 31, 2021. The Company does not anticipate any significant change within twelve months of this reporting date. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Due to the Company’s net operating loss carryforwards, all tax years since inception remain subject to examination by all taxing authorities. The Company is not currently under audit in any major tax jurisdiction. NOTE 8: Related parties and related-party transactions One of the Company’s vendors, Konica Minolta, Inc. (“Konica Minolta”), is a stockholder of the Company. Konica Minolta provides the Company with repair services to its ASRs. The Company has paid to Konica Minolta approximately $ 0.4 million and $ 0.2 million in service fees for the years ended December 31, 2021 and 2020, respectively. The Company had payables of $ 29 and $ 20 owed to Konica Minolta as of December 31, 2021 and 2020, respectively. NOTE 9: Commitments and contingencies Leases The Company leases facilities for office space under non-cancelable operating lease agreements. The Company leases space for its corporate headquarters in Mountain View, California through August 2023. F-27 Table of Contents The components of leases and lease costs are as follows (in thousands) : ​ ​ ​ ​ ​ ​ ​ Operating leases December 31, December 31, ​ 2021 2020 Operating lease right-of-use assets ​ $ 1,077 ​ $ 1,624 ​ ​ ​ ​ ​ ​ ​ Operating lease liabilities, current portion ​ $ 648 ​ $ 560 Operating lease liabilities, non-current portion ​ 485 ​ 1,133 Total operating lease liabilities ​ $ 1,133 ​ $ 1,693 ​ ​ ​ ​ ​ ​ ​ Operating lease cost ​ $ 764 ​ $ 773 ​ As of December 31, 2021, future minimum operating lease payments for each of the next two years is as follows (in thousands): ​ ​ ​ ​ Year ending December 31, ​ Amount 2022 ​ $ 749 2023 ​ 507 Total future minimum lease payments ​ 1,256 Less – Interest ​ ( 123 ) Present value of lease liabilities ​ $ 1,133 ​ Weighted average remaining lease term is 1.67 years. Weighted average discount rate is 12.0 %. ​ Rent expense totaled $ 0.8 million for each of the years ended December 31, 2021 and 2020 included in the Company’s statements of operations. There were no lease agreements of less than 12 months for the years ended December 31, 2021 and 2020. Legal Matters The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business; however, no such claims have been identified as of December 31, 2021 that are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. The Company from time to time enters into contracts that contingently require the Company to indemnify parties against third party claims. These contracts primarily relate to: (i) arrangements with clients which generally include certain provisions for indemnifying clients against liabilities if the services infringe a third party’s intellectual property rights, (ii) the Regulation A Issuer Agreement where the Company may be required to indemnify the placement agent for any loss, damage, expense or liability incurred by the other party in any claim arising out of a material breach (or alleged breach) as a result of any potential violation of any law or regulation, or any third party claim arising out of any investment or potential investment in the offering, and (iii) agreements with the Company’s officers and directors, under which the Company may be required to indemnify such persons from certain liabilities arising out of such persons’ relationships with the Company. The Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the financial statements as of December 31, 2021 and 2020. Sales Tax Contingencies The Company has historically not collected state sales tax on the sale of its Machine-as-a-Service (“MaaS”) product offering but has paid sales tax in conjunction with the Financing Arrangement of the Company’s ASRs with Farnam and use tax on all purchases of raw materials. The Company’s MaaS product offering may be subject to sales tax in certain jurisdictions. If a taxing authority were to successfully assert that the Company has not properly collected sales or other transaction taxes, or if sales or other transaction tax laws or the interpretation thereof were to change, and the Company was unable to enforce the terms of their contracts with clients that give the right to reimbursement for the assessed sales taxes, tax liabilities in amounts that could be material may be incurred. Based on the Company’s assessment, the Company has recorded a use tax liability of approximately $ 0.5 million and a sales and use tax liability of $ 0.3 million as of December 31, 2021 and 2020, respectively, which has been included on other current liabilities on the accompanying balance sheets. The Company continues to analyze possible sales tax exposure but does not currently believe that any individual claim or aggregate claims that might arise will ultimately have a material effect on its results of operations, financial position or cash flows. F-28 Table of Contents NOTE 10: Subsequent Events Management has evaluated subsequent events through March 31, 2022, the date the financial statements were available to be issued. On January 5, 2022, all outstanding convertible notes and interest accrued through January 5, 2022 were converted into 6,513,385 shares of Class A common stock pursuant to the terms of the Note and Warrant Purchase Agreement. A portion of the shares issued is subject to Rule 144 holding requirements, and therefore, are currently restricted from trading. On January 26, 2022, the Company terminated its regulation A offering, qualified by the SEC on December 1, 2021, issuing 2,236,619 shares of its Class A common stock and generating net proceeds of approximately $ 20.2 million. On January 27, 2022, the Company listed its Class A Common Stock on the NASDAQ Global Market. Between January 1, 2022 and March 30, 2022, certain holders of preferred stock and Class B common stock converted their shares to Class A common stock resulting in an increase of approximately 11.4 million shares of Class A common stock. ​ ​ F-29 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.