Securities Registration: Employee Benefit Plan (s-8)
June 02 2023 - 5:10PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on June 2, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KNIGHTSCOPE, INC.
(Exact name of Registrant as specified in its
charter)
Delaware |
46-2482575 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
1070 Terra Bella Avenue
Mountain View, California 94043
(Address of principal executive offices, including
zip code)
KNIGHTSCOPE, INC. 2022 EQUITY INCENTIVE PLAN
(Full title of the plan)
William Santana Li
Chief Executive Officer
1070 Terra Bella Avenue
Mountain View, California 94043
(650) 924-1025
(Name, address 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 94105-3204
(415) 344-7000
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 |
x |
Smaller reporting company |
x |
|
|
|
|
|
|
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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This registration statement on Form S-8 is filed
by Knightscope, Inc. (the “Registrant”) relating to 1,917,354 additional shares of Class A Common Stock, par value $0.001
per share, authorized to be issued pursuant to the annual share increase under the Knightscope, Inc. 2022 Equity Incentive Plan, which
increase became effective on January 1, 2023.
PART I
INFORMATION REQUIRED N THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified
in Part I of Form S-8 will be sent or given to participants as specified by 428(b)(1) of the Securities Act of 1933, as amended (the “Securities
Act”).
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
The Registrant hereby incorporates by reference
into this Registration Statement the following documents filed with the Securities and Exchange Commission (the “Commission”):
(a) the
Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on March 31, 2023, which contains the
audited consolidated financial statements of the Registrant for the latest fiscal year for which such statements have been filed, and
the Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022, filed on April 28, 2023;
(b) the
Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 filed on May 12, 2023;
(c) the
Registrant’s Current Reports on Form 8-K filed on January 3, 2023, January 9, 2023, January 27, 2023, March 31, 2023 and May 12, 2023 (excluding any portions of a report deemed to have been furnished under Item 2.02 or Item 7.01 and any exhibits included with such
Items); and
(d) the
description of the Common Stock contained in Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended
on December 31, 2021, filed on March 31, 2022, including any amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant
to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after
the date hereof, and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all the securities
offered hereby have been sold or that deregisters the securities offered hereby then remaining unsold, shall also be deemed to be incorporated
by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however,
that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be
deemed incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated
or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes that statement. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. | Description of Securities. |
Not applicable.
Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
Item 6. | Indemnification of Directors and Officers. |
Section 145 of the Delaware General Corporation Law (“DGCL”) provides, in general, that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or agent of such corporation or is or was serving at the
request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit or proceeding; provided that such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.
A Delaware corporation may indemnify directors,
officers, employees and other agents of such corporation in an action by or in the right of the corporation under the same conditions
above, except that no indemnification is permitted without judicial approval if the person to be indemnified has been adjudged to be liable
to the corporation. Where a director, officer, employee or agent of the corporation is successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein, the corporation must indemnify
such person against the expenses (including attorneys’ fees) which he or she actually and reasonably incurred in connection therewith.
Section 102(b)(7) of the DGCL permits a corporation
to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability for any:
• Breach of the director’s duty
of loyalty to the corporation or its stockholders;
• Act or omission not in good faith or
that involves intentional misconduct or a knowing violation of law;
• Unlawful payment of dividends or unlawful
stock purchase or redemption; or
• Transaction from which the director
derives an improper personal benefit.
The Registrant’s Amended and Restated Certificate
of Incorporation and Bylaws provide for the indemnification of its directors and officers to the fullest extent permitted under the DGCL.
As permitted by the DGCL, the Registrant has entered
into indemnification agreements with each of its directors and executive officers that require the Registrant to indemnify, to the fullest
extent permitted by applicable law, such persons against any and all costs and expenses (including attorneys’, witness or other
professional fees) actually and reasonably incurred by such persons in connection with any action, suit or proceeding (including derivative
actions), whether actual or threatened, to which any such person may be made a party by reason of the fact that such person is or was
a director or officer or is or was acting or serving as an officer, director, employee or agent of the Registrant or any of its affiliated
enterprises. The Registrant also maintains officer and director insurance coverage against certain liabilities for actions taken in their
capacities as such, including liabilities under the Securities Act.
Item 7. | Exemption from Registration Claimed. |
Not applicable.
+ Filed herewith.
A. The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(a) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(b) To
reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration
Statement; and
(c) To
include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(a)
and (1)(b) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
B. The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission,
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Mountain View, State of California, on June 2, 2023.
|
KNIGHTSCOPE, INC. |
|
|
|
|
By: |
/s/ William Santana Li |
|
Name: |
William Santana Li |
|
Title: |
Chairman and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below hereby constitutes and appoints William Santana Li, Mallorie Burak, and Peter Weinberg, or any of them,
as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her in any
and all capacities, to sign any amendments (including any post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, or any of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ William Santana Li |
|
Director, Chairman and Chief Executive Officer |
|
June 2, 2023 |
William Santana Li |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Mallorie Burak |
|
President and Chief
Financial Officer (Principal Financial Officer and |
|
June 2, 2023 |
Mallorie Burak |
|
Principal Accounting Officer) |
|
|
|
|
|
|
|
/s/ Patricia Howell |
|
Director |
|
June 2, 2023 |
Patricia Howell |
|
|
|
|
|
|
|
|
|
/s/ Linda Keene Solomon |
|
Director |
|
June 2, 2023 |
Linda Keene Solomon |
|
|
|
|
|
|
|
|
|
/s/ Patricia Watkins |
|
Director |
|
June 2, 2023 |
Patricia Watkins |
|
|
|
|
Knightscope (NASDAQ:KSCP)
Historical Stock Chart
From Mar 2024 to Apr 2024
Knightscope (NASDAQ:KSCP)
Historical Stock Chart
From Apr 2023 to Apr 2024