Knightscope (NASDAQ: KSCP) investors back board, auditor and equity plan

Rhea-AI Filing Summary

Knightscope, Inc. reported the results of its September 8, 2025 annual stockholder meeting. A total of 4,789,341 votes were present or represented by proxy, equal to 58.51% of votes eligible as of the July 17, 2025 record date, meaning a majority of shares participated.

Stockholders elected four directors — William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie — to serve until the 2026 annual meeting, with each nominee receiving between 970,669 and 1,038,243 votes for, plus broker non-votes. They also ratified the appointment of the Company’s independent registered public accounting firm for the year ending December 31, 2025, with 4,635,986 votes for, 72,639 against, and 80,716 abstentions.

In addition, stockholders approved an amendment to the 2022 Equity Incentive Plan to increase the available number of Class A Common Stock shares, with 668,450 votes for, 491,629 against, and 32,137 abstentions, alongside 3,597,125 broker non-votes.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): September 8, 2025

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Knightscope, Inc.

(Exact name of registrant as specified in its charter)

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Delaware	001-41248	46-2482575
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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305 North Mathilda Avenue

Sunnyvale, California 94085

(Address of principal executive offices)(Zip Code)

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Registrant’s telephone number, including area code: (650) 924-1025

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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):

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☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class		Trading symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share		KSCP		Nasdaq Capital Market

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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).

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Emerging growth company ☒

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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. ☐

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Item 5.07Submission of Matters to a Vote of Security Holders.

On September 8, 2025, Knightscope, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, holders of a total of 4,789,341 votes were present electronically or represented by proxy, representing approximately 58.51% of the votes that could be cast by the holders of the Company’s outstanding shares of stock as of the July 17, 2025 record date.

The following are the voting results for the proposals that were considered and voted upon at the Annual Meeting, all of which were described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 21, 2025 (the “Proxy Statement”).

Proposal 1 – Election of each of William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie to the Company’s Board of Directors (the “Board”) to serve until the 2026 annual meeting of stockholders and until their respective successors are elected and qualified.

985,569
Nominee		Votes FOR		Votes WITHHELD		Broker Non-Votes
William Santana Li		985,569		206,647		3,597,125
William G. Billings		970,669		221,547		3,597,125
Robert A. Mocny		1,028,738		163,478		3,597,125
Melvin W. Torrie		1,038,243		153,973		3,597,125

Proposal 2 – Ratification of the appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

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Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
4,635,986		72,639		80,716		0

Proposal 3 – Approval of the first amendment to the Company’s 2022 Equity Incentive Plan to increase the available number of shares of Class A Common Stock.

668,450
Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
668,450		491,629		32,137		3,597,125

Based on the foregoing votes, each director listed in Proposal 1 was elected and Proposals 2 and 3 were approved.

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SIGNATURES

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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 hereunto duly authorized.

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​	KNIGHTSCOPE, INC.
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Date: September 9, 2025	By:	/s/ William Santana Li
​	Name:	William Santana Li
​	Title:	Chairman, Chief Executive Officer and President

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FAQ

What was the quorum at Knightscope (KSCP)’s 2025 annual meeting?

At the 2025 annual meeting, holders of 4,789,341 votes were present electronically or by proxy, representing 58.51% of the votes that could be cast as of the July 17, 2025 record date.

Which directors were elected at Knightscope (KSCP)’s 2025 annual meeting?

Stockholders elected William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie to Knightscope’s Board to serve until the 2026 annual meeting and until their successors are elected and qualified.

How did Knightscope (KSCP) stockholders vote on the auditor ratification in 2025?

For the ratification of the Company’s independent registered public accounting firm for the year ending December 31, 2025, stockholders cast 4,635,986 votes FOR, 72,639 AGAINST, and 80,716 ABSTAINED, with 0 broker non-votes.

What was Proposal 3 at Knightscope (KSCP)’s 2025 annual meeting and was it approved?

Proposal 3 sought approval of the first amendment to Knightscope’s 2022 Equity Incentive Plan to increase the available number of Class A Common Stock shares. It was approved with 668,450 votes FOR, 491,629 AGAINST, 32,137 ABSTAINED, and 3,597,125 broker non-votes.

Did all director nominees at Knightscope (KSCP)’s 2025 annual meeting receive majority support?

Yes. Each director nominee received a majority of votes cast in favor, with support ranging from 970,669 to 1,038,243 votes FOR, in addition to broker non-votes.

What corporate governance actions were confirmed at Knightscope’s 2025 annual meeting?

Stockholders elected four directors, ratified the Company’s independent registered public accounting firm for 2025, and approved an amendment increasing shares available under the 2022 Equity Incentive Plan.