knightscope inc-a美股招股说明书(2025-07-18版)

We have previously entered into an At the Market Offering Agreement (the “Sales Agreement”), with H.C. Wainwright& Co., LLC this prospectus supplement and the accompanying prospectus. In accordance with the terms of such Sales Agreement, we may offerand sell shares of our ClassA common stock having an aggregate offering price of up to $50,000,000 from time to time through or to Our ClassA common stock is listed on The Nasdaq Capital Market under the symbol “KSCP”. On July17, 2025, the last reported sale price of our ClassA common stock on The Nasdaq Capital Market was $8.20 per share.Sales of our ClassA common stock, if any, under this prospectus supplement will be made in sales deemed to be an “at the marketoffering” as defined in Rule415(a)(4)promulgated under the Securities Act of 1933, as amended (the Securities Act), including,without limitation, sales made directly on or through the Nasdaq Capital Market, the trading market for our Class A common stock, or of sale or at prices related to such prevailing market prices and/or in any other method permitted by law. Wainwright is not required tosell any specific amount of securities but will act as our sales agent using commercially reasonable efforts consistent with its normaltrading and sales practices, on mutually agreed terms between Wainwright and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.The compensation to Wainwright for sales of ClassA common stock sold pursuant to the Sales Agreement will be up to 3.0% of thegross proceeds of any shares of ClassA common stock sold under the Sales Agreement. In connection with the sale of the ClassAcommon stock on our behalf, Wainwright will be deemed to be an “underwriter” within the meaning of the Securities Act and thecompensation of Wainwright will be deemed to be underwriting commissions or discounts. We have also agreed to provideindemnification and contribution to Wainwright with respect to certain liabilities, including liabilities under the Securities Act or theSecurities Exchange Act of 1934, as amended (the “Exchange Act”). requirements. See ‘‘Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company”on pageS-3 of this prospectus supplement.Investing in our ClassA common stock involves a high degree of risk. Before making an investment decision, please read theinformation under the heading “Risk Factors” beginning on pageS-6 of this prospectus supplement and in the documents H.C. Wainwright& Co. ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS EXPERTS U.S. Securities and Exchange Commission (“SEC”), using a “shelf” registration process. By using a shelf registration statement, wemay sell an unspecified amount of securities from time to time. This prospectus supplement and the accompanying prospectus relatesto the offering of our ClassA common stock. Under this prospectus supplement and the accompanying prospectus, we may offer andsell shares of our ClassA common stock having an aggregate offering price of up to $50,000,000 from time to time throughWainwright acting as our agent or principal at prices and on terms to be determined by market conditions at the time of the offering.We provide information to you about this offering of shares of our ClassA common stock in two separate documents that are boundtogether: (1)this prospectus supplement, including the documents incorporated by reference therein, which describes the specificdetails regarding this offering; and (2)the accompanying prospectus, including the documents incorporated by reference therein,which provides general information, some of which may not apply to this offering. Generally, when we refer to this “prospectus,” weare referring to both documents combined. If information in this prospectus supplement is inconsistent with the accompanyingprospectus, you should rely on this prospectus supplement. However, if any statement in one of these documents is inconsistent with astatement in another document having a later date—for example, a document incorporated by reference in this prospectus supplementor the accompanying prospectus—the statement in the document having the later date modifies or supersedes the earlier statement as is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that the informationappearing in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference herein or therein, andin any free writing prospectus that we may authorize for use in connection with this offering, is accurate only as of the date of thoserespective documents. Our business, financial condition, results of operations and prospects may have changed since those dates. Youshould read this prospectus supplement, the documents incorporated by reference into this prospectus supplement, the accompanyingprospectus and any free wr