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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year..
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On August 16, 2024, Knightscope, Inc. (the "Company") held an annual meeting of stockholders (the "Annual Meeting") at which the Company's stockholders approved, among other items, amendments (the "Amendments") to the Company's amended and restated certificate of incorporation, as amended to date, to:
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1.
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effect a reverse stock split of the Company's Class A Common Stock at a ratio ranging from any whole number between 1-for-5 and 1-for-50, as determined by the Company's Board of Directors (the "Board") in its discretion, subject to the Board's authority to abandon such amendments (the "Class A Reverse Stock Split Amendment");
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2.
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effect a reverse stock split of the Company's Class B Common Stock at a ratio ranging from any whole number between 1-for-5 and 1-for-50 (which ratio shall be the same ratio as the reverse stock split determined by the Board with respect to the Class A Common Stock), as determined by the Board in its discretion, subject to the Board's authority to abandon such amendments (the "Class B Reverse Stock Split Amendment" and, together with the Class A Reverse Stock Split Amendment, the "Reverse Stock Split Amendment");
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3.
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(i) authorize 40,000,000 shares of "blank check" preferred stock, issuable in one or more series, and (ii) implement ancillary and conforming changes in connection with the authorization of "blank check" preferred stock and to remove provisions related to the Company's former Super Voting Preferred Stock and Ordinary Preferred Stock (in each case as defined in the Company's amended and restated certificate of incorporation), which are no longer outstanding;
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4.
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provide for exculpation of officers from breaches of fiduciary duty to the extent permitted by the Delaware General Corporation Law; and
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5.
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provide the exclusive forums in which certain claims relating to the Company may be brought.
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The Amendments were described in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 5, 2024 (the "Proxy Statement").
The Board previously approved the Amendments. On September 4, 2024, the Board selected a reverse stock split of the Class A Common Stock at a final ratio of 1-for-50 and a reverse stock split of the Class B Common Stock at a final ratio of 1-for-50 and abandoned all other reverse stock split amendments at different ratios.On September 13, 2024, the Company filed Certificates of Amendment to the amended and restated certificate of incorporation, as amended to date (the "Certificates of Amendment") with the Secretary of State of the State of Delaware to effect the Amendments. The Reverse Stock Split Amendment became effective at 5:00 p.m. Eastern Time on the date of filing of the related Certificate of Amendment, and the remaining Amendments became effective upon filing with the Secretary of State.
The foregoing descriptions of the Certificates of Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of each respective Certificate of Amendment, which are filed as Exhibits 3.1, 3.2, 3.3, and 3.4 to this Current Report on Form 8-K, and are each incorporated herein by reference.
