Regulation FD Disclosure Form 8 K

On May 15, 2024 (the "Preferred Stock Conversion Date"), pursuant to the terms of the Amended and Restated Certificate of Incorporation of Knightscope, Inc. (the "Company"), each share of the Company's Super Voting Preferred Stock was automatically converted into fully-paid, non-assessable shares of Class B common stock and each share of the Company's Ordinary Preferred Stock (together with the Super Voting Preferred Stock, the "Preferred Stock") was automatically converted into fully-paid, non-assessable shares of Class A common stock, in each case at the then effective applicable Conversion Rate, as a result of the receipt by the Company of a written request for such conversion from the holders of a majority of the voting power of the Preferred Stock then outstanding (the "Automatic Conversion"). As a result of the Automatic Conversion, there were no shares of Preferred Stock outstanding after the Preferred Stock Conversion Date. All defined terms used but not defined herein have the meanings ascribed to them in the Company's Amended and Restated Certificate of Incorporation.

Prior to the Automatic Conversion, the Company did not meet the minimum stockholders' equity requirement under the Equity Standard for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1) on The Nasdaq Capital Market, because the Company's stockholders' equity was below the required minimum of $2.5 million at March 31, 2024 (the "Minimum Stockholders' Equity Requirement").

Based on preliminary estimates, the Company believes that due to the Automatic Conversion, it now satisfies the Minimum Stockholders' Equity Requirement under the Equity Standard as of the date of filing of this Current Report on Form 8-K.

The information contained in Item 7.01 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Financial Disclosure Advisory

The foregoing estimate regarding stockholders' equity is based on preliminary unaudited information and management estimates, is not part of a comprehensive statement of the Company's financial results for any completed period, and is subject to completion of the Company's financial closing procedures. The estimate is provided for informational purposes to demonstrate the Company's estimated stockholders' equity after giving effect to the Automatic Conversion only, and does not purport to represent the Company's actual financial condition or results of operations on the dates indicated nor does it project the Company's results of operations or financial condition for any future quarterly period or date. As a result, the actual results reported by the Company in quarterly periods following the Automatic Conversion may differ materially from this information. The Company's independent registered public accounting firm has not conducted an audit or review of, and does not express an opinion or any other form of assurance with respect to, this preliminary estimate.