Knightscope, Inc. SEC Filings

Knightscope, Inc. is asking stockholders to vote at its 2026 Annual Meeting, held virtually on September 2, 2026 at 1:00 p.m. Pacific Time, with a record date of July 15, 2026. As of the record date, 19,856,782 Class A shares (one vote each) and 290,095 Class B shares (ten votes each) were outstanding.

Stockholders will vote on three main proposals: electing four directors (William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie) to serve until the 2027 annual meeting; ratifying BPM LLP as independent registered public accounting firm for 2026; and approving a Second Amendment to the 2022 Equity Incentive Plan to increase the available Class A share pool by 10,000,000 shares.

The equity plan amendment is presented as necessary because only 207,301 shares remained available under the plan as of July 7, 2026, while the eligible workforce has grown from about 80 to roughly 430 employees in one year. Knightscope is an emerging growth company and uses scaled disclosure; it is not required to hold advisory votes on executive compensation.

Knightscope, Inc. reported preliminary, unaudited results for the quarter ended June 30, 2026, indicating approximately $9 million in revenue, more than 200% above the $2.7 million recorded in the same quarter a year earlier and described as a new quarterly record.

The company, which provides an integrated Autonomous Security Force, now serves 434 clients across 42 U.S. states. Management stated that these figures are estimates subject to quarter-end financial closing and review procedures and expects to release full second‑quarter results in mid‑August 2026.

Knightscope, Inc. reported that officer Mercedes Soria received a grant of stock options covering 355,176 shares of Class A common stock. The options have an exercise price of $2.55 per share and were awarded at no cost, vesting in four equal annual installments from June 4, 2027 through June 4, 2030, contingent on continued employment or service.

Knightscope, Inc. Chairman, CEO & President William Santana Li received a grant of stock options covering 1,243,116 shares of Class A Common Stock. The options have an exercise price of $2.55 per share and expire on June 3, 2036.

According to the grant terms, the award vests in four equal 25% annual installments on June 4, 2027, June 4, 2028, June 4, 2029, and June 4, 2030, subject to Mr. Li’s continued employment or service through each vesting date. After this grant, he holds stock options for 1,243,116 shares directly.

Knightscope, Inc. reported that EVP and Chief Design Officer Aaron J. Lehnhardt received a grant of stock options for 355,176 shares of Class A common stock. The options have an exercise price of $2.55 per share and expire on June 3, 2036.

The award vests in four equal 25% annual installments on June 4 of 2027, 2028, 2029, and 2030, contingent on his continued employment or service through each vesting date. Following this grant, Lehnhardt holds stock options covering 355,176 shares directly.

Knightscope, Inc. reported that officer Apoorv Dwivedi received a grant of stock options covering 710,352 shares of Class A common stock. The options have an exercise price of $2.55 per share and expire on June 3, 2036.

According to the filing, these options vest in four equal 25% annual installments on June 4, 2027, June 4, 2028, June 4, 2029, and June 4, 2030, subject to continued employment or service through each vesting date. After this grant, Dwivedi directly holds options on 710,352 underlying shares.

Knightscope, Inc. approved amended and restated employment agreements for CEO William Santana Li, CFO Apoorv S. Dwivedi, and EVP Mercedes Soria, significantly detailing their pay, incentives, and severance protections. Base salaries are set at $610,500 for Mr. Li and $440,000 for both Mr. Dwivedi and Ms. Soria, with annual bonus targets equal to at least 100% of salary, based on performance goals.

Each executive can earn substantial performance-based cash awards tied to the company reaching market capitalization milestones of $500 million, $1 billion, $2 billion, and $3 billion, plus revenue and Adjusted EBITDA thresholds, over a five-year period. The aggregate target value of these awards is $65 million for Mr. Li, $35.75 million for Mr. Dwivedi, and $22.75 million for Ms. Soria. The agreements also define severance and enhanced change-in-control benefits, including salary and bonus multipliers, COBRA coverage, and accelerated vesting of equity awards.

Separately, the compensation committee granted new stock options on June 4, 2026, covering 1,243,116 shares to Mr. Li, 710,352 shares to Mr. Dwivedi, and 355,176 shares to Ms. Soria, vesting in equal annual installments over four years.

Knightscope, Inc. filed an amended report to add full historical financial statements for its acquired business, Event Risk, and unaudited pro forma results reflecting the completed acquisition. Knightscope bought all Event Risk ownership interests for about $18.0M, including $5.0M cash, payoff of $1.1M debt, 1,724,418 Class A shares, deferred cash, and contingent consideration tied to revenue and margin targets.

Event Risk generated $15.4M revenue in 2025 with a small net loss, following $11.3M revenue and profitability in 2024. Pro forma statements show how combining Knightscope and Event Risk would have affected 2025 and early 2026 results, including significant new customer relationship intangibles and related amortization expense.

Knightscope, Inc. reported first‑quarter 2026 revenue of $6.0 million, up from $2.9 million a year earlier, driven by higher Emergency Communication Device sales and the new Knightscope Security Force guarding business.

The company’s net loss widened to $10.3 million from $6.9 million, with gross margin improving to 8% from a negative margin previously. Knightscope closed the roughly $18.0 million acquisition of Event Risk LLC (KSF), recording $7.7 million of goodwill and $15.5 million of customer relationship intangibles and adding a second operating segment.

Cash and cash equivalents fell to $11.4 million from $20.6 million at year‑end, while accumulated deficit reached $237.3 million. Management explicitly states that these losses, cash usage, and funding needs raise substantial doubt about Knightscope’s ability to continue as a going concern without additional capital.