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.
Upon the successful closing of the offering and NASDAQ conditions being met, our Class A Common Stock will list on NASDAQ.
I submitted an indication of interest. What happens next?
The SEC qualified the offering statement for our Class A Common Stock, and we have commenced the offering on December 1, 2021. If you submitted an indication of interest, the broker dealer will be reaching out to you to finalize your share purchase.
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 Regulation A Offerings and/or Private Placements?
Starting on December 1st, 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, which will take place after we market and close the offering, 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. Stockholders holding shares of Preferred Stock will first need to convert their shares into Class A Common Stock before trading. See “STOCK CONVERSION – Will my Preferred Stock automatically convert to Class A Common Stock when Knightscope is publicly listed?” below.
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.
Can I conduct an offline transaction and actually connect with a real human?
Yes, just click here and the broker-dealer will contact you directly.
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?
Effective November 1, 2021, Computershare now serves as Knightscope’s transfer agent. Stockholders who purchased Class B Common Stock or any series of Preferred Stock will be able to convert their shares into Class A Common Stock through an online portal hosted by Computershare.
Once converted, and once the Company is listed on NASDAQ, stock that was purchased in one of our prior Regulation A offerings will generally be freely tradable through the broker of your choice. Stock that was purchased in one of our prior private placements will generally be freely tradable through the broker of your choice, subject to certain conditions (generally, that the stock has been held for more than one year (or 6 months after we have been an SEC reporting company for 90 days) and that the stockholder is not an “affiliate” of Knightscope within the meaning of the SEC’s rules and regulations, and also that our registration statement has been effective for 90 days). This means that investors who purchased stock in one of our prior private placements may not be able to immediately trade those shares once the Company is listed on NASDAQ. Investors should have received a Welcome email, on or around November 19, 2021, directly from Computershare [sender: [email protected]] with information on how to access and manage their accounts as well as other important information.
- Accessing the Investor Center and the conversion portal:
On Friday, November 19, 2021, you should have received two emails from ‘[email protected]’ with new login credentials to be used to access your Investor Center account and the conversion portal (one email contains the account number and the second email contains the control code required to access the conversion portal).
Please check your email account (and your spam folder) used to purchase the stock before reaching out for assistance.
- Is there any difference between accessing the Investor Center and the conversion portal?
Stockholders interested in converting their stock, can go straight to the conversion portal to do so. The Investor Center is a separate account that holds the stock and other information related to those investments. Stockholders need not register in Investor Center in order to access the conversion portal.
To protect our shareholders, some extra steps are required to access the Investor Center as opposed to the conversion portal. To access the Investor Center, shareholders will be required to properly answer questions, only they may know, and thereafter, an access code will be mailed through the U.S. Post Office to the shareholder. Immediate access to the Investor Center will not be granted if the security process cannot be successfully completed. Do not be alarmed if the security questions you are asked do not apply to you. It is simply a security verification process.
On the other hand, shareholders may immediately access the conversion portal provided they enter their correct zip code OR the last four numbers of their social security number – do not input both.
Please Note: Investors for whom neither an address nor a tax ID were on file will not be able to immediately access the conversion portal without first completing a W9 tax form with Computershare or updating your address in Investor Center.
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?
If you hold a paper certificate, Computershare, upon request, will provide instructions on how to turn in your paper certificate and convert those shares into book form via the online conversion portal.
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. When you begin the process to convert your shares to Class A Common Stock, you will be asked to provide your taxpayer ID and complete a form W-9 or W-8BEN, as appropriate.
How can I contact Computershare?
Shareholders may contact Computershare directly as follows. When contacting Computershare, shareholders should indicate they are a Knightscope shareholder.
Telephone inquiries: 1-866-481-3485 (U.S.)
Hours of Operation: 8:00 AM to 8:00 PM EST
E-mail inquiries: [email protected]
Link to the Computershare Contact Us Page:
Link for shareholders to login to their account online:
Mailed Inquiries Should be Sent to:
By United States Postal Service:
P.O. Box 505000
Louisville, KY 40233-5000
By Overnight Courier (FedEx/UPS/DHL, etc.):
462 South 4th St., Ste. 1600
Louisville, KY 40202
What number should my broker use to contact Computershare?
The Dedicated Broker Inquiry Specialist Team can be reached at 1-866-690-8162. The number for international brokers is 1-781-575-4019.
Will my Preferred Stock automatically convert to Class A Common Stock when Knightscope is publicly listed?
No. There will not be an automatic conversion of any class of stock upon listing the Class A Common Stock on NASDAQ. The stock can be converted at any time at the discretion of the stockholder. The conversion portal will allow for the conversion of all or a portion of the stock held in each investor’s account.
Below please find a summary of the conversion features of Knightscope’s various classes of stock.
• Series A Preferred Stock convertible to Class B Common Stock
• Series B Preferred Stock convertible to Class B Common Stock
• Series m Preferred Stock convertible to Class A Common Stock
• Series m-1 Preferred Stock convertible to Class A Common Stock
• Series m-2 Preferred Stock convertible to Class B Common Stock
• Series m-3 Preferred Stock convertible to Class A Common Stock
• Series m-4 Preferred Stock convertible to Class A Common Stock
• Series S Preferred Stock convertible to Class A Common Stock
• Class B Common Stock convertible to Class A Common Stock
In order to ultimately convert your shares into Class A Common Stock, more than one conversion may be required. More specifically, if you hold shares of Preferred Stock that converts into Class B Common Stock and you wish to convert those shares into Class A Common Stock, you will need to first convert your shares of Preferred Stock into Class B Common Stock and then convert your shares of Class B Common Stock into Class A Common Stock.
Please note that there may be additional shares of Class A Common Stock issuable as a result of the anti-dilution adjustment to the conversion ratio for the Series m Preferred Stock, Series m-1 Preferred Stock, Series m-2 Preferred Stock and Series S Preferred Stock. After applying the applicable conversion ratio to the conversion calculation, fractional shares may result. If this is the case, Computershare will refund you the value of those fractional shares, as determined by the Company.
ATTENTION Non-US Investors:
All non-US investors will not be eligible to use the conversion portal and must submit requests to convert shares via the Conversion Notice form here.
How do I access my Investor Center account at Computershare as a Non-US Investor?
Account Access – Login Instructions:
To access your account through our online system known as Investor Center, please follow the instructions provided below:
- Go to www.computershare.com/investor.
- Please ensure that the page lists “United States” in the upper right corner. If it doesn’t, please select “United States” from the dropdown menu.
- Select “Create Login.”
- Select Option 2 to register using your Computershare Account Number and then select “I am not a U.S. resident”. Your Computershare account number starts with the letter “C” and is following by 10 digits.
- When it asks you to select a company, type in “Knightscope” and choose “PVTZZZ – KNIGHTSCOPE, INC.”.
- Then, review our terms and conditions and if you agree to them, select the option to agree.
- You will now be able to create a User ID and password.
- Important Tip to Note: When asked to verify your email address, please be sure to do so using a separate browser window so that you do not cancel out of the registration process.
Once your User ID and password are established, most users will have immediate access to their accounts; however, for security reasons, some users may be initially restricted. In these cases, we will send you a Verification Code by regular postal mail. Once received, you will then need to key it in on Investor Center. The Verification Code should arrive at the address of record within 7 business days. Please allow additional time for delivery to addresses outside of the United States.
If I convert my shares of Preferred Stock into Class A Common Stock or Class B Common Stock, will I retain my liquidation preference?
No. Preferred Stock that is converted into Class A Common Stock or Class B Common Stock will no longer be entitled to a liquidation preference. For more information on the liquidation preferences of our various series of Preferred Stock, see “Note 6” to our condensed financial statements (unaudited) included in our offering statement filed on Form 1-A with the SEC.
If I convert my shares of Super-voting Preferred Stock into Class A Common Stock, or convert my Class B Common Stock into Class A Common Stock, will I retain my super-voting rights?
No. Super-voting Preferred Stock that is converted into Class A Common Stock, or Class B Common Stock that is converted into Class A Common Stock, will no longer be entitled to super-voting rights. For more information on the voting rights of our classes of stock, and the various series of our Preferred Stock, see “Note 6” to our condensed financial statements (unaudited) included in our offering statement filed on Form 1-A with the SEC.
What do I do with my existing stock, and how can I trade it once Knightscope is publicly listed?
Your existing stock is held at Computershare. Once your account with Computershare is active, you will be able to convert your Preferred Stock (or Class B Common Stock) into Class A Common Stock online via the conversion portal, at your discretion. Once converted, you will be able to deposit the Class A Common Stock into a brokerage account.
I invested through SeedInvest. How do I go about getting my shares to be able to trade them?
We have introduced the SeedInvest team to Computershare to begin the transfer process out of the custodian account to the beneficial owners. This process may take several weeks. We will continue to provide updates as they become available. Thank you for your patience. Once transferred into your name, you should receive emails from Computershare with login information for the conversion portal. The portal contains all of the information you will need relating to the conversion of your shares, including the ratio.
International investors, once receiving the stock, will need to submit the conversion form to Computershare in order to convert their Series m Preferred Stock. (See above: Will my Preferred Stock automatically convert to Class A Common Stock when Knightscope is publicly listed?)
I invested through StartEngine. How do I go about getting my shares to be able to trade them?
Shares purchased through StartEngine are held at 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?
Series S Preferred Stock purchased through StartEngine is currently held at Computershare. Once your account with Computershare is active, you will be able to convert your Preferred Stock into Class A Common Stock online via the conversion portal, at your discretion. Once converted, you will be able to deposit the Class A Common Stock into a brokerage account.
If you purchased stock through SeedInvest, those shares are held in a custodian account at Computershare. In order to make updates to your account, transfer your shares into your name, or process other transactions, you will need to work directly with SeedInvest. These shares will NOT appear in your Computershare account until the transfer from the custodian accounts to the beneficial owners has been completed. As stated above, this may take several weeks. Until such time, any changes to your SeedInvest account must be processed directly through SeedInvest.
To access your SeedInvest account, here are the instructions:
1. Logon to www.seedinvest.com utilizing the exact credentials used to make the investment.
2. Click your personal icon at the top right corner.
3. Click on the Investor Account your investment is associated with.
4. Navigate to the “Portfolio” section of that page.
5. You can also click on the Company’s thumbnail for additional information and documentation.
For additional assistance, you can contact SeedInvest at: [email protected] or [email protected]
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, including 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.