15 unchanged sentences
(b) Insider Trading Arrangements and Policies.
−Removed: During the three months ended December 31, 2023, no director or officer of the Company ado pted or term inated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “ Rule 10b5-1 trading arrangement” or “ non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
6 unchanged sentences
The information concerning our executive offers and directors required by this Item 10 is contained under the caption “Information about our Executive Officers and Directors” at the end of Part I of this Annual Report on Form 10-K.
−Removed: The remaining information required by this item is incorporated by reference to our definitive proxy statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2023.
+Added: The remaining information required by this item will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 annual meeting of stockholders and is incorporated herein by reference or will be set forth in an amendment to this Annual Report to be filed on Form 10-K/A with the SEC no later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Executive Compensation
−Removed: The information required by this item is incorporated herein by reference to our definitive proxy statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2023.
+Added: The information required by this item will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 annual meeting of stockholders and is incorporated herein by reference or will be set forth in an amendment to this Annual Report to be filed on Form 10-K/A with the SEC no later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information required by this item is incorporated herein by reference to our definitive proxy statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2023.
+Added: The information required by this item will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 annual meeting of stockholders and is incorporated herein by reference or will be set forth in an amendment to this Annual Report to be filed on Form 10-K/A with the SEC no later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information required by this item is incorporated herein by reference to our definitive proxy statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2023.
+Added: The information required by this item will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 annual meeting of stockholders and is incorporated herein by reference or will be set forth in an amendment to this Annual Report to be filed on Form 10-K/A with the SEC no later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Principal Accountant Fees and Services
−Removed: The information required by this item is incorporated herein by reference to our definitive proxy statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2023.
+Added: The information required by this item will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 annual meeting of stockholders and is incorporated herein by reference or will be set forth in an amendment to this Annual Report to be filed on Form 10-K/A with the SEC no later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Exhibits and Financial Statement Schedules
2 unchanged sentences
Statements of Operations
−Removed: Statements of Preferred Stock and Stockholders’ Deficit
+Added: Statements of Preferred Stock and Stockholders’ Equity (Deficit)
Statements of Cash Flows
6 unchanged sentences
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 2.1 to our Regulation A Offering Statement on Form 1-A/A filed on July 18, 2019 (File No.
+Added: Certificate of Amendment to Amended and Restated Certificate of Incorporation of Knightscope, Inc., dated April 5, 2024 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8 - K (File No.
+Added: 001 - 41248) filed on April 8, 2024).
+Added: Certificate of Amendment to Amended and Restated Certificate of Incorporation of Knightscope, Inc., dated September 13, 2024 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K (File No.
+Added: 001-41248) filed on September 16, 2024).
+Added: Certificate of Amendment to Amended and Restated Certificate of Incorporation of Knightscope, Inc., dated September 13, 2024 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K (File No.
+Added: 001-41248) filed on September 16, 2024).
+Added: Certificate of Amendment to Amended and Restated Certificate of Incorporation of Knightscope, Inc., dated September 13, 2024 (incorporated by reference to Exhibit 3.3 to our Current Report on Form 8-K (File No.
+Added: 001-41248) filed on September 16, 2024).
+Added: Certificate of Amendment to Amended and Restated Certificate of Incorporation of Knightscope, Inc., dated September 13, 2024 (incorporated by reference to Exhibit 3.4 to our Current Report on Form 8-K (File No.
+Added: 001-41248) filed on September 16, 2024).
Bylaws (incorporated by reference to Exhibit 2.2 to our Regulation A Offering Statement on Form 1-A/A filed on December 7, 2016 (File No.
−Removed: Description of Capital Stock (incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2021, filed on March 31, 2022 (File No.
+Added: Description of Registered Securities .
Warrant to Purchase Series S Preferred Stock, dated April 30, 2019, between Knightscope, Inc.
22 unchanged sentences
and William Santana Li (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 13, 2023 (File No.
−Removed: Employment Agreement and Indemnification Agreement between the Company and Mallorie Burak (incorporated by reference to Exhibit 6.8 to our Regulation A Offering Statement on Form 1-A filed on October 15, 2021 (File No.
−Removed: 024 -11680)).
−Removed: Amendment No.
−Removed: 1 to Employment Agreement, dated July 10, 2023, between Knightscope, Inc.
−Removed: and Mallorie Burak (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on November 13, 2023 (File No.
−Removed: Employment Agreement between the Company and Apoorv Dwivedi.
+Added: Employment Agreement between the Company and Apoorv Dwivedi (incorporated by reference to Exhibit 10.9 to our Annual Report on Form 10-K (File No.
+Added: 001-41248) filed on April 1, 2024).
Employment Agreement and Indemnification Agreement between the Company and Mercedes Soria Li (incorporated by reference to Exhibit 6.9 to our Regulation A Offering Statement on Form 1-A filed on October 15, 2021 (File No.
2 unchanged sentences
and Mercedes Soria (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on November 13, 2023 (File No.
−Removed: Form of Board of Directors Agreement.
+Added: Separation and General Release Agreement, dated January 7, 2025, between Knightscope, Inc.
+Added: and Stacy Dean Stephens
+Added: Form of Board of Directors Agreement (incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K (File No.
+Added: 001-41248) filed on April 1, 2024)
Referral Program Agreement, dated April 20, 2021, between Knightscope, Inc.
12 unchanged sentences
333-269493) filed on February 1, 2023).
+Added: Agreement and Waiver dated August 1, 2024, by and between the Company and Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K (File No.
+Added: 001-41248) filed on August 7, 2024).
+Added: Secured Promissory Note (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K (File No.
+Added: 001-41248) filed on August 7, 2024).
+Added: Knightscope, Inc.
+Added: Insider Trading Policy
Consent of BPM LLP.
23 unchanged sentences
Form 10-K Summary
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 1, 2024.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 31, 2025.
KNIGHTSCOPE, INC.
7 unchanged sentences
(Principal Executive Officer)
−Removed: April 1, 2024
+Added: March 31, 2025
/s/ Apoorv Dwivedi
Executive Vice President and Chief Financial Officer
−Removed: April 1, 2024
+Added: March 31, 2025
Apoorv Dwivedi
1 unchanged sentence
/s/ William Billings
−Removed: April 1, 2024
+Added: March 31, 2025
William Billings
/s/ Robert Mocny
−Removed: April 1, 2024
+Added: March 31, 2025
/s/ Melvin Torrie
−Removed: April 1, 2024
+Added: March 31, 2025
Melvin Torrie
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.