NO MONEY OR OTHER CONSIDERATION IS BEING SOLICITED, AND IF SENT IN RESPONSE, WILL NOT BE ACCEPTED. NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE RECEIVED UNTIL THE OFFERING STATEMENT FILED BY THE COMPANY WITH THE SEC HAS BEEN QUALIFIED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION. ANY SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND, AT ANY TIME BEFORE NOTICE OF ACCEPTANCE GIVEN AFTER THE DATE OF QUALIFICATION. AN INDICATION OF INTEREST INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND.
PUBLIC OFFERING AND LISTING
When will Knightscope list its shares?
As shared during the 2021 Shareholder Meeting, we are in the process of conducting a Regulation A+ offering of our Class A Common Stock and applying for listing of our shares on Nasdaq. You can watch the recap of the meeting here.
I am an existing investor. How can I express my interest in buying shares in the public offering?
As announced at the September 21, 2021 Shareholder Meeting, Knightscope has kicked off the process of moving forward with a public listing to trade on NASDAQ and is gathering investor interest utilizing the “Testing the Waters” regulatory period. This allows us to speak publicly about the process without running afoul of regulatory compliance items, such as the “Quiet Period”, that is typically associated with a traditional initial public offering. We intend to file the required documents with the Securities and Exchange Commission (“SEC”) for review, which can typically be at least 30 days, and may be extended or shortened depending on the quality, completeness and complexity of the transaction. In the meantime, as indicated above, we can begin to accept indications of interest from our existing shareholders. Once the offering is qualified by the SEC, investors can submit their final allocation requests and we can begin the formal allocation of shares by accepting requests with our broker dealer. All investors that indicate interest will be notified.
US investors can submit their indication of interest here.
International investors can submit their indication of interest here.
What will the stock ticker symbol be for Knightscope?
We have reserved the ticker symbol, “KSCP.”
Where will Knightscope’s shares be traded?
We are applying to list our shares for trading on Nasdaq.*
Which class of stock will be listed on Nasdaq?
Knightscope intends to list its Class A Common Stock.
When will existing shareholders be able to start trading shares purchased during prior Offerings and/or Private Placements?
Once the SEC completes its review and qualifies the offering, we intend to market the offering for about 30 to 45 days. Please note that the shares issued in the offering would not be subject to a lockup. Additionally, on the first day of trading, we anticipate that you will be able to buy more shares in the open market on most trading platforms such as Robinhood, Fidelity, E-Trade or whatever your favorite broker might be. Once the bankers and the Company have determined that we may proceed with the offering, the Company will complete the offering and public listing process and formally notify NASDAQ. The closing will then occur, and trading will begin the next business day.
How many classes of shares does the company have?
Knightscope presently has three classes of stock, designated Class A Common Stock, Class B Common Stock and Preferred Stock. The Company has issued eight different series of Preferred Stock. Only the Class A Common Stock will be listed for trading on Nasdaq.
Does Knightscope pay dividends?
Not at this time.
What is a transfer agent?
Transfer agents maintain a record of ownership, including contact information, of an issuer’s registered stockholders. After the Class A Common Stock is listed on NASDAQ, you will be able to deposit any shares into which your Preferred Stock converts with a broker. Until you deposit your shares in a brokerage account, the transfer agent will maintain the record of your ownership. Once you deposit your shares with a broker, the broker will maintain that record.
Who is Knightscope’s transfer agent? How do I trade my stock, if I don’t own Class A Common Stock?
Knightscope is in the process of switching from Carta to Computershare. Once the stock register is migrated to Computershare, Stockholders who purchased Preferred Stock will be able to convert their Preferred Stock into Class A Common Stock through Computershare. Once converted, the Reg A stock (but not the restricted stock) will be freely tradeable through the broker of your choice – once the Company is listed on Nasdaq. After the conversion to Computershare, which is scheduled to be completed by the end of October 2021, investors will receive a Welcome Letter directly from Computershare with information on how to access and manage their accounts.
What happens to my stock if the Company cannot contact me?
State law governs the Company’s obligations to surrender stock to the state if it cannot locate a shareholder after a period of time. Thus, shareholders are encouraged to keep their addresses up to date with the transfer agent.
What if I hold a paper stock certificate?
All stock after the transition to Computershare will be held in book form. If you hold a paper certificate, Computershare, upon request, will provide instructions on how to turn in your paper certificate into book form.
Does Knightscope issue 1099’s or K-1’s?
Knightscope is a C-Corp and, therefore, does not issue K-1’s. Computershare will issue 1099’s, as required by law, based on financial transactions related to any sales of the stock.
What do I do with my existing stock and how can I trade it once Knightscope is publicly listed?
Your existing stock will be migrated from Carta to Computershare. Once your account with Computershare is active, you will be able to convert your Preferred Stock into Class A common stock online via your account, at your discretion. Once converted, you will be able to deposit the common stock into a brokerage account.
I invested through SeedInvest. How do I go about getting my shares to be able to trade them?
The Series m Preferred Stock purchased through SeedInvest are held in street name with our transfer agent, Carta. Therefore, if you purchased stock through SeedInvest, you will need to work through SeedInvest to convert your stock to Class A Common Stock in order to trade the shares after the Company is listed on NASDAQ.
I invested through StartEngine. How do I go about getting my shares to be able to trade them?
Shares purchased through StartEngine are held by our transfer agent. You will be able to manage your shares directly through the transfer agent, Computershare.
I invested through SeedInvest and StartEngine. Will my stock be converted automatically?
Your existing stock purchased through StartEngine will be migrated from Carta to Computershare. Once your account with Computershare is active, you will be able to convert your Preferred Stock into Class A common stock online via your account, at your discretion. Once converted, you will be able to deposit the common stock into a brokerage account. If you purchased stock through SeedInvest, those shares are held in street name with our transfer agent, Carta, and will be migrated over to Computershare in the same form. In order to make updates to your account, convert shares, or process other transactions, you will need to work directly with SeedInvest. We will continue to keep SeedInvest updated on our process.
I invested with SeedInvest and StartEngine but can't access my account. How do I access my account information?
For more information on your investments made through StartEngine:
Please log into your Carta account using the same email address used for the stock purchase. In the next few weeks, the stock held by our transfer agent, Carta, will be migrated to our new transfer agent, Computershare. You will receive a welcome package and will be able to activate your account through Computershare’s online Investor Center.
For more information on your investments made through SeedInvest:
The Series m Preferred at $3 per share are held in street name by the prior broker-dealer – and not held directly by our transfer agent, Carta (soon to be changed to Computershare).
To access your SeedInvest account, here are the instructions:
- Logon to www.seedinvest.com utilizing the exact credentials used to make the investment.
- Click your personal icon at the top right corner.
- Click on the Investor Account your investment is associated with.
- Navigate to the “Portfolio” section of that page.
- You can also click on the company’s thumbnail for additional information and documentation.
Where is Knightscope's corporate headquarters?
We are based in the heart of Silicon Valley in Mountain View, California.
The corporate address is 1070 Terra Bella Avenue, Mountain View, CA 94043.
Where is the company incorporated?
We are a Delaware corporation.
Where can I find the Company’s SEC filings?
All of Knightscope’s regulatory filings, include financial reports, can be found here.
Why did you build Knightscope?
Read the story from our CEO.
Who is on the Knightscope Advisory Board?
Please visit our Advisors Page.
Who is on the Knightscope Management Team?
Please visit our Management Page.
FOR FURTHER INFORMATION
Who can I contact about specific investor relations questions?
Need to speak to a human? Our live answer hours at (650) 679-7626 are Monday through Friday 5am – 9pm as well as Saturdays and Sundays 6am – 6pm Pacific Time. Contact us.
* No public market currently exists for the securities of Knightscope, Inc., and if a public market develops following the offering, it may not continue. Knightscope, Inc. intends to list its securities on a national exchange and doing so entails significant ongoing corporate obligations including but not limited to disclosure, filing and notification requirements, as well compliance with applicable continued quantitative and qualitative listing standards.