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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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):
July 18, 2025

Knightscope, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-41248 |
|
46-2482575 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
305 North Mathilda Avenue
Sunnyvale, California 94085
(Address of principal executive offices)(Zip
Code)
Registrant’s telephone number, including
area code: (650) 924-1025
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 |
Class A Common Stock, par value $0.001 per share |
|
KSCP |
|
Nasdaq Capital Market |
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 x
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.
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective
July 18, 2025, the Board of Directors of Knightscope, Inc. (the “Company”) adopted the Amended and Restated
Bylaws which reduced the quorum required for stockholder meetings from the holders of the shares of stock having a majority of the votes
which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting (the “Prior Quorum
Requirement”) to one-third (33 1/3%) of the voting power of shares of stock which could be cast by the holders of all outstanding
shares of stock entitled to vote at the meeting (the “Amended Quorum Requirement”).
Amending
the Prior Quorum Requirement to the Amended Quorum Requirement reduces the risk of failing to achieve the required quorum for any stockholder
meetings, which failure would require the Company to adjourn such meetings and therefore cause the Company to incur additional costs,
such as additional virtual meeting host costs and proxy solicitation costs, and suffer other potential disruptions to its business and
distraction for management.
The foregoing description of the
Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended
and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
|
Description |
3.1 |
|
Amended and Restated Bylaws of Knightscope, Inc. |
104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline
XBRL document. |
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: July 18, 2025 |
By: |
/s/ William Santana Li |
|
Name: |
William Santana Li |
|
Title: |
Chief Executive Officer and President |