UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2022
Knightscope, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41248 | 46-2482575 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1070 Terra Bella Avenue
Mountain View, Colorado 94043
(Address, including zip code, of principal executive offices)
Registrant’s telephone number, including area code: (650) 924-1025
____________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class registered | Trading symbol(s) | Name of each exchange on which registered | ||
| Class A Common Stock, par value $0.001 per share | KSCP | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 9, 2022, the Board of Directors (the “Board”) of Knightscope, Inc. (the “Company”) appointed Suzanne Muchin to serve as a director on the Board, effective immediately. The Board determined to not appoint Ms. Muchin to any committees of the Board at the time of her appointment.
As compensation for her service on the Board, Ms. Muchin will receive the Company’s standard compensation for non-employee directors. There are no understandings or arrangements with any person pursuant to which Ms. Muchin was selected as a director, and Ms. Muchin is not party to any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
The Board also considered the independence of Ms. Muchin under Nasdaq listing standards and concluded that Ms. Muchin is an independent director under applicable Nasdaq listing standards.
| Item 7.01. | Regulation FD Disclosure. |
On February 10, 2022, the Company issued a press release announcing the appointment of Ms. Muchin to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated February 10, 2022. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| knightscope, INC. | ||
| Date: February 14, 2022 | By: | /s/ William Santana Li |
| Name: | William Santana Li | |
| Title: | Chairman and Chief Executive Officer | |