The Company and Summary of Significant Accounting Policies | 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 its proprietary Autonomous Security Robots (“ASRs”) with real-time, on-site data collection and analysis coupled with a proprietary user interface. Two of the Company’s ASRs, the outdoor/indoor “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 software interface that enables security professionals and law enforcement officers 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. Basis of Presentation and Liquidity The unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures have been condensed or omitted pursuant to such rules and regulations. The unaudited condensed financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair presentation of the period presented. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for other future periods. These condensed financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 31, 2022. The Company’s significant accounting policies are described in Note 1 to those audited financial statements. 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 and KSOC (hardware and software) as well as fulfillment of client demand. Cash and cash equivalents on hand were $15.6 million as of June 30, 2022, compared to $10.7 million as of December 31, 2021. The Company has historically incurred losses and negative cashflows from operations. As of June 30, 2022, the Company also had an accumulated deficit of approximately $122.4 million and stockholders’ deficit of $33.1 million. 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 $19.6 million. Management plans to seek additional financing activities to support its operations, such as issuances of equity, issuances of debt and convertible debt instruments and other financing instruments. To address this plan, on April 4, 2022, the Company entered into a committed equity financing facility with B Riley Principal Capital, LLC (“B Riley Principal Capital”) that provides the Company with the right, without obligation, to issue and sell up to $100 million of its Class A common stock over a period of 24 months (see Note 6 for details). 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. Basic and Diluted Net Income (Loss) per Share Net income (loss) per share of 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 were 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 were paid in kind as a dividend of additional shares of Series m-4 Preferred Stock for each Dividend Period on the 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 preferred stock, other than m-4 preferred stock, are also entitled to noncumulative dividends prior and in preference, to our common stock and do not have a contractual obligation to share in the losses of the Company. During 2021, all shares of Series m-4 Preferred Stock were converted to Class A common stock, leaving no outstanding balance of the Series m-4 Preferred Stock as of June 30, 2022. 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 income (loss) to determine net income (loss) attributable to common stockholders upon their occurrence. Basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders (net adjusted for preferred stock dividends declared or accumulated) by the weighted average number of common shares outstanding during the period. All participating securities are excluded from basic weighted-average shares outstanding. In computing diluted net income (loss) attributable to common stockholders, undistributed earnings are re-allocated to reflect the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common stockholders is computed by dividing net income (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 income (loss) per share for the three months ended June 30, 2022 and 2021 consist of the following: June 30, June 30, 2022 2021 Series A Preferred Stock (convertible to Class B common stock) — 8,936,015 Series B Preferred Stock (convertible to Class B common stock) — 4,653,583 Series m Preferred Stock (convertible to Class A common stock) — 5,339,215 Series m-2 Preferred Stock (convertible to Class B common stock) — 1,660,756 Series m-3 Preferred Stock (convertible to Class A common stock) — 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) — 5,567,171 Warrants to purchase common stock (convertible to Class B common stock) — 121,913 Warrants to purchase Series B (convertible to Class B common stock) — 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 — 1,465,306 Stock options 8,267,003 9,019,814 Total potentially dilutive shares 14,141,603 42,492,695 Potentially dilutive securities that were excluded from the computation of diluted net income (loss) per share for the six months ended June 30, 2022 and 2021 consist of the following: June 30, June 30, 2022 2021 Series A Preferred Stock (convertible to Class B common stock) 3,249,104 8,936,015 Series B Preferred Stock (convertible to Class B common stock) 3,541,767 4,653,583 Series m Preferred Stock (convertible to Class A common stock) 1,932,021 5,339,215 Series m-2 Preferred Stock (convertible to Class B common stock) 160,000 1,660,756 Series m-3 Preferred Stock (convertible to Class A common stock) — 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) 2,783,404 5,567,171 Warrants to purchase common stock (convertible to Class B common stock) — 121,913 Warrants to purchase Series B (convertible to Class B common stock) — 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 — 1,465,306 Stock options 8,267,003 9,019,814 Total potentially dilutive shares 25,807,899 42,492,695 As all potentially dilutive securities are anti-dilutive for the six months ended June 30, 2022 and 2021, diluted net income (loss) per share is the same as basic net income (loss) per share for each period. Comprehensive Income (Loss) Comprehensive loss represents the changes in equity of an enterprise, other than those resulting from stockholder transactions. Net income (loss) was equal to comprehensive income (loss) for the three and six month periods ended June 30, 2022 and 2021. Use of Estimates The preparation of financial statements in conformity with U.S. 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 the Company’s 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. Recent Accounting Pronouncements Not Yet Effective In August 2020, the Financial Accounting Standards Board “(FASB)” issued Accounting Standards Update (“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) In September 2016, the FASB released ASU No. 2016-13 , Financial Instruments – Credit Losses (“ASU 2016-03”) Autonomous Security Robots, net ASRs consist of raw 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 $34 and $41, depreciation expense of finished ASRs included in sales and marketing expense amounted to $27 and $35, and depreciation expense included in cost of revenue, net amounted to $602 and $671 for the six months ended June 30, 2022 and 2021, respectively. ASRs, net, consisted of the following: June 30, December 31, 2022 2021 Raw materials $ 1,711 $ 1,041 ASRs in progress 747 427 Finished ASRs 8,655 7,695 11,113 9,163 Accumulated depreciation on Finished ASRs (7,154) (6,192) ASRs, net $ 3,959 $ 2,971 The components of the Finished ASRs, net as of June 30, 2022 and December 31, 2021 are as follows: ASRs on lease or available for lease $ 7,398 $ 6,489 Demonstration ASRs 600 585 Research and development ASRs 320 320 Docking stations 337 301 8,655 7,695 Less: accumulated depreciation (7,154) (6,192) Finished ASRs, net $ 1,501 $ 1,503 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 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. 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. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASU 718, Compensation - Stock Compensation, which requires that the estimated fair value on the date of grant be 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 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. |