S-1 1 tmb-20220411xs1.htm S-1

As filed with the Securities and Exchange Commission on April 13, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Knightscope, Inc.

(Exact name of registrant as specified in its charter)


Delaware	3669	46-2482575
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

1070 Terra Bella Avenue

Mountain View, California 94043

(650) 924-1025

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

William Santana Li

Chief Executive Officer

1070 Terra Bella Avenue

Mountain View, California 94043

(650) 924-1025

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David Dedyo

Ned A. Prusse

Perkins Coie LLP

505 Howard Street, Suite 1000

San Francisco, California 94105

(415) 344-7000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		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 to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


ABOUT THIS PROSPECTUS		2
PROSPECTUS SUMMARY		1
RISK FACTORS		9
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		12
THE COMMITTED EQUITY FINANCING		13
USE OF PROCEEDS		22
DIVIDEND POLICY		23
MANAGEMENT		24
EXECUTIVE COMPENSATION		30
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		34
DESCRIPTION OF CAPITAL STOCK		36
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS OF COMMON STOCK		43
PRINCIPAL STOCKHOLDERS		46
SELLING STOCKHOLDER		49
PLAN OF DISTRIBUTION		51
LEGAL MATTERS		53
EXPERTS		53
WHERE YOU CAN FIND MORE INFORMATION		53
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		53

		98,888 Initial Commitment Shares that we issued to the Selling Stockholder upon execution of the Purchase Agreement as consideration for its commitment to purchase shares of Class A common stock at our election under the Purchase Agreement; 98,888 Additional Commitment Shares that we may issue to the Selling Stockholder as consideration of for commitment to purchase shares of Class A common stock at our election under the Purchase Agreement, if certain conditions are met; and up to 20,000,000 shares of Class A common stock (the “Purchase Shares”) we may elect, in our sole discretion, to issue and sell to the Selling Stockholder under the Purchase Agreement from time to time after the Commencement Date.
Shares of Class A common stock offered by the Selling Stockholder		Up to 12,197,776 shares of Class A common stock, consisting of: ● 98,888 Initial Commitment Shares that we issued to the Selling Stockholder upon execution of the Purchase Agreement as consideration for its commitment to purchase shares of Class A common stock at our election under the Purchase Agreement; ● 98,888 Additional Commitment Shares that we may issue to the Selling Stockholder as consideration of for commitment to purchase shares of Class A common stock at our election under the Purchase Agreement, if certain conditions are met; and ● up to 12,000,000 shares of Class A common stock (the “Purchase Shares”) we may elect, in our sole discretion, to issue and sell to the Selling Stockholder under the Purchase Agreement from time to time after the Commencement Date.
Shares of Class A common stock outstanding		23,877,817 shares of Class A common stock.
Shares of Class B common stock outstanding		10,378,251 shares of Class B common stock.
Shares of Class A common stock outstanding after giving effect to the issuance of the shares registered hereunder		36,075,593 shares of Class A common stock.
Shares of Class B common stock outstanding after giving effect to the issuance of the shares registered hereunder		10,378,251 shares of Class B common stock.
Use of proceeds		We will not receive any proceeds from the resale of shares of Class A common stock included in this prospectus by the Selling Stockholder. However, we may receive up to $100,000,000 in aggregate gross proceeds under the Purchase Agreement from sales of Class A common stock that we may elect to make to the Selling Stockholder pursuant to the Purchase Agreement, if any, from time to time in our sole discretion, from and after the Commencement Date. We expect to use the net proceeds that we receive from sales of our Class A common stock to the Selling Stockholder, if any, under the Purchase Agreement to fund new technology development, new machines-in-network, general corporate and business purposes, and potential acquisitions. See “Use of Proceeds.”
Risk factors		Investing in our Class A common stock involves a high degree of risk. See the section entitled “Risk Factors” of this prospectus and the section entitled “Risk Factors” in the documents incorporated by reference herein for a discussion of factors you should carefully consider before investing in our Class A common stock.
Nasdaq Global Market symbol		“KSCP”


			Gross Proceeds
			from the Sale of
		Percentage of	Shares of Class A
	Number of	Outstanding Shares	Common Stock to
	Registered Shares	of Common Stock	the Selling
	of Class A	After Giving Effect	Stockholder
	Common Stock to	to the Issuance to	Under the
	be Issued if Full	the Selling	Purchase
Assumed Average Purchase Price Per Share	Purchase(1)(2)	Stockholder(3)	Agreement
$3.0000	6,847,787	16.6%		$20,543,361
$4.0000	6,847,787	16.6%		$27,391,148
$4.0200(4)	6,847,787	16.6%		$27,528,104
$4.6802(5)	12,000,000	25.9%		$56,162,400
$5.0000	12,000,000	25.9%		$60,000,000
$6.0000	12,000,000	25.9%		$72,000,000
$7.0000	12,000,000	25.9%		$84,000,000
$8.0000	12,000,000	25.9%		$96,000,000
$9.0000	12,000,000	25.9%		$100,000,000


Name	Title/Position	Age
William (“Bill”) Santana Li	Chairman and Chief Executive Officer	52
Stacy Dean Stephens	Chief Client Officer	50
Mallorie Burak	Chief Financial Officer	51
Mercedes Soria	Chief Intelligence Officer	48
Aaron J. Lehnhardt	Chief Design Officer	49
Peter M. Weinberg	General Counsel	61
Kristi Ross	Director	53
Linda Keene Solomon	Director	57
Jackeline V. Hernandez Fentanez	Director	57
Patricia L. Watkins	Director	62
Patricia Howell	Director	54
Suzanne Muchin	Director	54


				Option
		Salary	Bonus	Awards	Total
Name and Principal Position	Year	($)	($)	($)⁽¹⁾	($)
William Santana Li	2021	300,000	230,000	—	530,000
Chairman and Chief Executive Officer	2020	264,262	180,000	—	444,262
Mallorie Burak	2021	250,000	205,000	3,038,387	3,493,387
Chief Financial Officer	2020	60,606	—	570,000	630,606
Peter Weinberg⁽²⁾	2021	125,000	5,000	2,525,055	2,655,055
General Counsel


	Option Awards
		Number of	Number of
		Securities	Securities
		Underlying	Underlying		Option
		Unexercised	Unexercised		Exercise	Option
		Options (#)	Options (#)		Price	Expiration
Name(1)	Grant Date	Exercisable	Unexercisable		($)	Date
Mallorie Burak	10/7/2020	156,250	343,750	⁽²⁾⁽³⁾	2.34	10/7/2030
	2/22/2021	—	500,000	⁽²⁾⁽³⁾	10.00	2/22/2031
Peter Weinberg	9/14/2021	—	500,000	⁽²⁾⁽³⁾	8.37	9/14/2031


	Severance	Health Benefits	Total
Name	($)	($)	($)
William Santana Li	150,000	3,332	153,332
Mallorie Burak	125,000	11,784	136,784
Peter Weinberg	125,000	11,466	136,466


			Acceleration
			of Equity	Health
	Severance	Bonus	Awards	Benefits	Total
Name	($)	($)	($)⁽¹⁾	($)	($)
William Santana Li	300,000	150,000	—	6,664	456,664
Mallorie Burak	250,000	125,000	2,633,125	23,568	3,031,693
Peter Weinberg	250,000	125,000	815,000	22,932	1,212,932

																	Combined
	Class A Common Stock			Class B Common Stock			Series A Preferred Stock			Series B Preferred Stock			Series m-2 Preferred Stock				Voting
	Beneficially Owned			Beneficially Owned			Beneficially Owned			Beneficially Owned			Beneficially Owned				Power(1)
	Number	%		Number	%		Number	%		Number	%		Number		%
Name of Beneficial Owner
5% Stockholders:
William (“Bill”) Santana Li(2)(3)	447,690	1.8	%	7,500,000	68.9	%	—	—		—	—		—		—		31.8	%
Stacy Dean Stephens	—	—		3,000,000	28.9	%	—	—		—	—		—		—		13.6	%
NetPosa Technologies (Hong Kong) Limited(4)	—	—		—	—		—	—		2,450,860	68.9	%	—		—		11.1	%
DOCOMO Innovation Fund Partnership(5)	—	—		—	—		1,667,779	38.7	%	—	—		—		—		7.6	%
Konica Minolta Inc.(6)	—	—		—	—		671,742	15.6	%	—	—		666,666		80.6	%	6.1	%
F50 Ventures Fund LP(7)	—	—		—	—		559,785	13.0	%	183,248	5.2	%	3.4	%
Lab IX(8)	—	—		—	—		223,914	5.2	%	—	—		—		—		1.0
Andrew Brown(9)	1,746,954	7.3	%	—	—		—	—		—	—		—		—		*
Series Knightscope LLC F50 Global Syndicate Fund LLC(10)	—	—		—	—		—	—		434,733	12.2		—		—		2.0	%
AIDS Healthcare Foundation(11)	—	—		—	—		—	—		270,060	7.6	%	150,000		18.1	%	1.9	%
Named Executive Officers and Directors:
William (“Bill”) Santana Li(2)(3)	447,690	1.8	%	7,500,000	68.9	%	—	—		—	—		—		—		31.8	%
Mallorie Burak(12)	208,333	*		—	—		—	—		—	—		—		—		*
Peter M. Weinberg	—	—		—	—		—	—		—	—		—		—		*
Kristi Ross	—	—		—	—		—	—		—	—		—		—		*
Linda Keene Solomon	—	—		—	—		—	—		—	—		—		—

SEC Form S-1 filed by Knightscope Inc.