Knightscope (NASDAQ: KSCP) acquires Event Risk to fuse robots, AI and guarding
Rhea-AI Filing Summary
Knightscope, Inc. has completed the acquisition of Event Risk LLC, bringing licensed guarding, executive protection, and risk‑mitigation services into its autonomous security platform. Under the Securities Purchase Agreement, consideration includes a $5.0 million closing cash payment, assumption and discharge of approximately $1.1 million of Event Risk indebtedness to Frost Bank, issuance of 1,724,418 Knightscope Class A common shares, and deferred cash payments totaling $4.0 million in quarterly installments from March 31, 2027 through December 31, 2028.
Additional contingent consideration includes earn‑out payments of up to $2.0 million based on 2026 revenue and gross margin thresholds, cash revenue share payments capped at $10.0 million for 2027–2031, and equity revenue share issuances capped at the lower of 2.5% of fully diluted shares or $3.0 million in grant‑date value. Event Risk, a nationwide security and executive protection provider with positive EBITDA and double‑digit growth, becomes a wholly owned subsidiary. Knightscope aims to offer an integrated managed security service that combines autonomous robots, AI‑driven software, and licensed human response under a single accountable contract.
Positive
- None.
Negative
- None.
Insights
Knightscope adds licensed guarding to its robotics and AI platform.
Knightscope is acquiring Event Risk LLC to pair its autonomous security robots and AI software with nationwide licensed guarding and executive protection. Consideration mixes cash, debt assumption, 1,724,418 shares, deferred payments, and multi‑layered contingent payouts tied to revenue and margin performance.
Event Risk brings positive EBITDA, double‑digit growth, and relationships with Fortune 1000 clients, national brands, and high‑profile individuals. This broadens Knightscope’s role from technology vendor to managed service provider that can contract as the licensed security provider and control sensing, monitoring, and response.
Earn‑out and revenue‑share structures, including up to
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including
area code: (
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 | Trading symbol(s) | Name of each exchange on which registered | ||
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
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.
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 27, 2026
Item 1.01 – Entry into a Material Definitive Agreement
On February 27, 2026 (the “Closing Date”), Knightscope, Inc., a Delaware corporation (the “Company” or “Knightscope”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Event Risk LLC, an Indiana limited liability company (“Event Risk”), and Eric Rose (the “Seller”), pursuant to which Knightscope acquired all of the issued and outstanding membership interests of Event Risk (the “Acquired Interests”).
Purchase Consideration
Pursuant to the Purchase Agreement, aggregate consideration consists of:
| 1. | $5.0 million Closing Cash Payment | |
| 2. | Assumption and full discharge of approximately $1.1 million of indebtedness of Event Risk owed to Frost Bank | |
| 3. | Issuance of 1,724,418 shares of Knightscope Class A Common Stock, par value $0.001 per share (the “Equity Consideration”) | |
| 4. | Deferred cash payments totaling $4.0 million, payable in quarterly installments of $0.5 million from March 31, 2027 through December 31, 2028 | |
| 5. | Potential contingent consideration consisting of: |
| ○ | Earn-Out Payments of up to $2.0 million tied to 2026 revenue and gross margin percentage thresholds | |
| ○ | Cash Revenue Share Payments (capped at $10.0 million aggregate) for calendar years 2027–2031 | |
| ○ | Equity Revenue Share Issuances (subject to the aggregate cap of the lower of (i) 2.5% of the fully diluted shares outstanding and (ii) $3.0 million in grant-date value). |
The Purchase Agreement contains customary representations, warranties, covenants, indemnification provisions, working capital adjustment mechanics, non-compete provisions, and tax treatment provisions. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement filed as an exhibit to this Current Report.
Item 2.01 – Completion of Acquisition or Disposition of Assets
On February 27, 2026, Knightscope completed the acquisition of Event Risk pursuant to the Purchase Agreement. Event Risk is now a wholly owned subsidiary of Knightscope.
Strategic Rationale
Knightscope believes this acquisition accelerates its long-term strategy to operate a fully integrated autonomous security platform combining hardware, software, and human response into a single managed system.
Additionally, the acquisition expands Knightscope’s immediate market reach and enables the Company to be a single provider of the historically fragmented security solutions offered.
Historically, physical security has been delivered through fragmented components -- guards, cameras, monitoring centers, and patrol services operating independently. Knightscope’s strategy is to integrate:
| · | Autonomous Security Robots and Emergency Communication Devices (hardware); | |
| · | AI-driven event detection and orchestration software; and | |
| · | Licensed security personnel and response services |
into a coordinated operating model designed to deliver detection, deterrence, verification, and response as a unified outcome. Knightscope believes that security buyers purchase improved outcomes rather than individual devices or labor hours. By owning the human layer alongside its technology platform, Knightscope can deploy its hardware and AI software within a managed service structure that supports enterprise accountability and scalable deployment.
The Company expects this structure to:
| · | Accelerate adoption of its robotics and sensing technologies; |
| · | Enable participation in security contracts requiring licensed guarding providers; |
| · | Increase multi-site deployment opportunities; and |
| · | Improve customer retention through integrated service delivery. |
Business Overview of Event Risk
Event Risk is a provider of security, executive protection, investigations, and risk mitigation services operating throughout the United States. The business delivers licensed security personnel and response services to corporate and commercial clients.
Knightscope intends to integrate Event Risk personnel and operations into its broader Autonomous Security Force strategy, whereby technology-enabled supervision allows human operators to oversee multiple sites and respond to verified events.
Long-Term Operating Model
Knightscope anticipates evolving the combined model over time through:
| · | Increased hardware density per site; |
| · | AI-driven alert reduction and prioritization; |
| · | Technology-enabled supervision across multiple locations; and |
| · | Gradual automation of routine patrol functions, unfit or unsafe for a human. |
The Company believes this approach may shift the cost structure from labor-intensive deployments toward technology-enabled productivity over time.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Sources and Uses of Funds
The transaction was funded as follows:
Sources
| · | Cash from Knightscope: $6.1 million |
Uses
| · | Payoff of Frost Bank Line of Credit: $1.1 million |
| · | Cash Consideration to Seller: $5.0 million |
Total Sources and Uses: $6.1 million
The Frost Bank indebtedness was fully discharged at closing.
Contingent Consideration Summary
Earn-Out Payments for Calendar Year 2026:
| · | $2.0 million if revenue is at least $35.0 million and gross margin is at least 20%; | |
| · | $1.0 million if revenue is at least $35.0 million and gross margin is between 10% and 20%; | |
| · | $0 if thresholds are not met. |
Cash Revenue Share Payments (2027–2031):
| · | 5% of revenue between $30.0 million and $75.0 million; |
| · | 6% of revenue above $75.0 million; |
| · | Aggregate cap of $10.0 million. |
Equity Revenue Share Issuances:
| · | Formula-based issuance tied to revenue above $50.0 million; |
| · | Aggregate cap of the lesser of 2.5% of fully diluted shares outstanding or $3.0 million in grant-date value. |
On March 2, 2026, Knightscope issued a press release announcing the acquisition of Event Risk. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 3.02 – Unregistered Sales of Equity Securities
Pursuant to the Purchase Agreement, Knightscope issued shares of its Class A Common Stock to the Seller as Equity Consideration. Such shares were issued in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder.
Additional shares may be issued pursuant to the Equity Revenue Share provisions described above, subject to the terms and conditions of the Purchase Agreement.
Item 8.01 – Other Events
Integrated Autonomous Security Platform
Following the Closing, Knightscope operates as both a technology developer and a licensed security services provider. The Company believes this combination uniquely positions it to deliver end-to-end accountability across sensing, decision-making, and response.
Knightscope’s AI software platform is designed to:
| · | Fuse data from robots, sensors, and cameras; | |
| · | Reduce false or unverified alerts; | |
| · | Prioritize escalation pathways; and | |
| · | Coordinate human verification and response. |
The Company believes that traditional guarding scales linearly with labor. Knightscope’s intended operating model utilizes technology to enable human oversight across multiple locations, potentially improving productivity relative to traditional models.
Market Positioning
Knightscope believes:
| · | Technology-only vendors typically lack response capability and licensed guard infrastructure; and | |
| · | Traditional guarding firms typically lack proprietary autonomous robotics and AI orchestration platforms. |
By integrating both, Knightscope intends to compete for security contracts requiring end-to-end delivery rather than component sales.
Item 9.01 – Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The required financial statements of Event Risk will be filed by amendment within the time period permitted under SEC rules.
(b) Pro Forma Financial Information
The required pro forma financial information will be filed by amendment within the time period permitted under SEC rules.
(d) Exhibits
Exhibit 2.1 – Securities Purchase Agreement dated February 27, 2026
Exhibit 99.1 – Press Release dated March 2, 2026
Exhibit 104 – Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding integration plans, revenue growth, margin expansion, productivity improvements, competitive positioning, deployment scaling, automation strategy, and long-term operating model evolution. These statements are subject to risks and uncertainties, including integration execution risk, dependence on labor availability and regulatory licensing, ability to scale robotics deployments, competitive market dynamics, margin volatility in service-based operations, and economic conditions. Actual results may differ materially from those anticipated.
SIGNATURES
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.
| KNIGHTSCOPE, INC. | ||
| Date: February 27, 2026 | By: | /s/ William Santana Li |
| Name: | William Santana Li | |
| Title: | Chairman, Chief Executive Officer and President | |
Exhibit 99.1
 |  |
Knightscope News Release
March 2, 2026 5:05AM PT
Knightscope Acquires Event Risk to Accelerate Autonomous Security Force Strategy
Expands into Tech-Enabled Guarding Services with Scalable Managed Service Platform
SUNNYVALE, Calif., March 2, 2026 – Knightscope, Inc. (NASDAQ: KSCP), the security technology company building the nation’s first Autonomous Security Force, today announced it has completed the acquisition of Event Risk LLC (“Event Risk”), a nationwide provider of armed and unarmed security guarding services and executive protection.
Traditional guarding firms typically lack proprietary autonomous robotics and AI orchestration platforms, while technology-only vendors typically lack licensed physical response infrastructure. Knightscope now combines both as a managed service provider – not a collection of disconnected vendors lacking unified accountability.
The result is a single contract and a single escalation owner accountable for outcomes. By consolidating autonomous systems, AI-driven command software, and licensed armed and unarmed response under one contract, Knightscope is repositioning physical security from a fragmented service model to an integrated managed service platform.
This acquisition establishes the structural capability for Knightscope to contract as the licensed provider, deploy autonomous systems, monitor centrally, and execute response under one accountable operating structure.
Event Risk has demonstrated consistent double-digit growth, strong client retention, disciplined leadership team, and established service relationships with Fortune 1000 companies, national brands, and high-profile individuals. It enters 2026 with significant contracted revenue, positive EBITDA, and expectations of continued double-digit growth, prior to any synergies. Knightscope believes integrating autonomous technology with licensed security operations strengthens the capabilities and market reach of both organizations.
“This is a strategic move in building the Nation’s First Autonomous Security Force,” said William Santana Li, Chairman and CEO of Knightscope. “Security buyers are forced to purchase disconnected products and services today – but what they ultimately need is accountability and outcomes. By integrating licensed response services with autonomous machines and AI-driven orchestration software, we are building a unified operating model designed to deliver deterrence, detection, and response as one coordinated system.”
Strategic Rationale
Knightscope’s integrated operating model is built on three coordinated functions: visible autonomous presence to deter threats, AI-driven sensing to detect events, and licensed human response to verify and act. By aligning deterrence, detection, and response under a single accountable structure, the Company intends to deliver measurable security outcomes rather than fragmented services.
Participation in Guarding-Required Enterprise Engagements
Many enterprise security RFPs require licensed guarding providers and response capability. The acquisition of Event Risk enables Knightscope to participate in engagements where technology-only vendors are frequently disqualified prior to evaluation.
Owning the Delivery Layer
By integrating licensed response services with proprietary hardware and AI software, Knightscope intends to participate in a greater share of total contract value while increasing deployment density and recurring revenue across enterprise accounts.
1
| | |
Knightscope believes this integrated structure strengthens competitive positioning while creating expanded deployment opportunities across enterprise environments.
Leadership and Integration
Eric J. Rose, a U.S. Marine with specialized anti-terrorism experience and prior service as lead trainer for U.S. Navy SEALS, has held senior leadership roles with Pinkerton, Apple and Madison Square Garden. He will continue to lead Event Risk as President of Event Risk LLC and, following a planned brand transition during 2026, Event Risk intends to operate as Knightscope Security Force. Mr. Rose will lead the Company’s licensed guarding operations, including executive protection, and will work in coordination with Knightscope’s technology and remote monitoring teams to deliver integrated physical security solutions.
“Event Risk has built its reputation through disciplined execution and trusted service delivery,” said Eric J. Rose. “Partnering with Knightscope expands the capabilities we can offer clients by combining licensed response services with advanced technology and centralized visibility. We are fundamentally building a better team – combining disciplined execution with advanced technology – to deliver exceptional value to our clients.”
Transaction Overview
Under the terms of the definitive agreement, Knightscope acquired 100% of the equity interests of Event Risk LLC for consideration consisting of a combination of cash and Knightscope common stock at closing, with additional deferred and contingent consideration payable based on specified post-closing performance conditions. Additional details regarding the transaction are available in the Company’s filings with the U.S. Securities and Exchange Commission. Lake Street Capital Markets, LLC served as exclusive advisor to Knightscope on the acquisition of Event Risk LLC.
Lake Street Capital Markets, LLC served as exclusive advisor to Knightscope, Inc. on the acquisition of Event Risk LLC.
Strategic Outlook
Knightscope believes the U.S. physical security market represents an estimated $230 billion annual opportunity and that a vertically integrated delivery model is the strategic path to capture a greater share of that spend.
By integrating licensed response services with proprietary hardware and AI-driven orchestration software, Knightscope believes this model is designed to enable scale without proportional increases in headcount, increasing deployment density and recurring revenue across enterprise accounts.
“Security demands continue to increase while staffing constraints persist across the industry,” added Li. “The future of security is not human-only or machine-only – it is orchestrated. This acquisition strengthens our ability to deliver end-to-end accountability across sensing, decision-making, and response as we scale the Nation’s First Autonomous Security Force.”
The Company plans to present the integrated security model at the GSX (Global Security Exchange) conference in Atlanta, Georgia later this year.
Knightscope intends to continue evaluating additional acquisition opportunities that strengthen its managed service capabilities and expand deployment density nationwide.
About Knightscope
Knightscope is a security technology company building the Nation’s First Autonomous Security Force. The Company combines autonomous machines, advanced software, and human expertise to help protect people, property, and critical infrastructure. Knightscope’s long-term mission is to make the United States of America the safest country in the world. Learn more about us at www.knightscope.com.
2
| | |
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can be identified by the use of words such as "should," "may," "intends," "anticipates," "believes," "estimates," "projects," "forecasts," "expects," "plans," "proposes" and similar expressions. Forward-looking statements contained in this press release and other communications include, but are not limited to, statements about the Company’s goals, profitability, growth, prospects, reduction of expenses, and outlook. Although Knightscope believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks, uncertainties and other important factors that could cause actual results to differ materially from such forward-looking statements, including the factors discussed under the heading "Risk Factors" in Knightscope’s Annual Report on Form 10-K for the year ended December 31, 2024, as updated by its other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of the document in which they are contained, and Knightscope does not undertake any duty to update any forward-looking statements, except as may be required by law.
Public Relations
overwatch@knightscope.com
Knightscope, Inc.
(650) 924-1025 ext. 6
3
FAQ
What acquisition did Knightscope (KSCP) complete involving Event Risk LLC?
How is the Knightscope (KSCP) acquisition of Event Risk structured financially?
What earn-out terms apply to the Knightscope (KSCP) and Event Risk transaction?
What additional contingent payments can Knightscope (KSCP) make after buying Event Risk?
Why does Knightscope (KSCP) say acquiring Event Risk is strategically important?
How will Knightscope (KSCP) integrate Event Risk into its autonomous security model?
What do we know about Event Risk’s financial profile before joining Knightscope (KSCP)?
Filing Exhibits & Attachments
5 documents