0001410578-24-000417 | 10-K | XBRL Viewer

Print Document View Excel Document

The Company and Summary of Significant Accounting Policies - Autonomous Security Robots, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Research and development expense
Autonomous Security Robots, net
Depreciation expense of finished ASRs	$ 8	$ 66
Sales and marketing expense
Autonomous Security Robots, net
Depreciation expense of finished ASRs	15	46
Cost of revenue, net
Autonomous Security Robots, net
Depreciation expense of finished ASRs	$ 1,600	$ 1,400
Maximum
Autonomous Security Robots, net
Estimated expected lives	5 years
Autonomous Security Robots, net \| Minimum
Autonomous Security Robots, net
Estimated expected lives	3 years

Goodwill and Intangible Assets, net (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets, net

Schedule of changes in goodwill

The following table sets forth a summary of the changes in goodwill (in thousands):


Balance as of January 1, 2022	$	—
Goodwill recorded pursuant to the CASE acquisition		1,344
Balance as of December 31, 2022		1,344
Out of period adjustment		578
Balance as of December 31, 2023	$	1,922

Schedule of gross carrying amounts and accumulated amortization of the intangible assets with determinable lives

The gross carrying amounts and accumulated amortization of the intangible assets with determinable lives are as follows (in thousands):


		December 31, 2023
	Amortization	Gross
	Period	carrying		Accumulated		Carrying
	(years)	amount		amortization		amount, net

Developed technology	5	$	990	$	(239)	$	751
Customer relationships	8		950		(144)		806
Trademark	1		230		(230)		—
Total		$	2,170	$	(613)	$	1,557


		December 31, 2022
	Amortization	Gross
	Period	carrying		Accumulated		Carrying
	(years)	amount		amortization		amount, net

Developed technology	5	$	990	$	(41)	$	949
Customer relationships	8		950		(25)		925
Trademark	1		230		(48)		182
Total		$	2,170	$	(114)	$	2,056

Schedule of amortization expense of intangible assets

Intangible assets amortization expense was recorded as follows (in thousands):


	December 31,		December 31,
	2023		2022
Cost of revenue	$	198	$	41
Sales and marketing		301		73
Total intangible asset amortization	$	499	$	114

Schedule of future intangible assets amortization expense

As of December 31, 2023, future intangible assets amortization expense for each of the next five years and thereafter is as follows (in thousands):


Year ending December 31,	Amount
2024	$	317
2025		317
2026		317
2027		275
2028		118
Thereafter		213
Total	$	1,557

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

The Company and Summary of Significant Accounting Policies - Deferred revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
The Company and Summary of Significant Accounting Policies
Deferred revenue - short term	$ 1,741	$ 1,711
Revenue recognized in the year ended related to amounts included in deferred revenue at the beginning of the periods	$ 1,466	$ 657

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Taxes

Schedule of provision for income taxes


	2023		2022
Current:
Federal	$	—	$	—
State		—		—
Total current expense		—		—

Deferred:
Federal		—		—
State		—		—
Total deferred expense		—		—
Total income tax expense	$	—	$	—

Schedule of reconciliation between the effective tax rate on income from continuing operations


	2023		2022
Provision at statutory rate	21.0	%	21.0	%
Stock-based compensation	(2.0)		(1.9)
Convertible notes	(0.4)		(7.5)
Fair value adjustment	4.7		13.1
Change in valuation allowance	(24.6)		(26.3)
Research and development credits	1.6		1.6
Other	(0.3)		—
Effective tax rate	0.0	%	0.0	%

Schedule of components of deferred tax assets and liabilities


(in thousands)	2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	34,157	$	28,218
Research and development credit carryforwards		2,599		2,006
Accruals and other		717		798
Lease liability		388		650
Property, equipment and software		93		165
Amortization		198		189
Capitalized research and experimental expenses		2,218		1,191
Other		11		11
Total deferred tax assets		40,381		33,228
Valuation allowance		(39,989)		(32,702)
Deferred tax assets recognized		392		526
Deferred tax liabilities:
Right of use asset		(392)		(526)
Total deferred tax liabilities		(392)		(526)
Net deferred taxes	$	—	$	—

Schedule of unrecognized tax benefits


(in thousands)	2023		2022
Unrecognized tax benefits as of the beginning of the year	$	430	$	313
Increases related to prior year tax provisions		12		28
Decrease related to prior year tax provisions		—		—
Increase related to current year tax provisions		102		89
Statute lapse		—		—
Unrecognized tax benefits as of the end of the year	$	544	$	430

Capital Stock and Warrants - Outstanding warrants (Details) - $ / shares	Dec. 31, 2023	Nov. 18, 2021	Jun. 20, 2018	Mar. 16, 2018	Jan. 16, 2018
Capital Stock and Warrants
Number of warrants	5,513,046
Exercise price			$ 4.00	$ 4.00	$ 4.00
Class A Common Stock
Capital Stock and Warrants
Exercise price		$ 2.50
Class A Common Stock \| Warrants expiration date, October 13, 2027
Capital Stock and Warrants
Number of warrants	1,138,446
Exercise price	$ 3.2500
Series m-3 Preferred Stock \| Warrants expiration date, December 31, 2027
Capital Stock and Warrants
Number of warrants	1,432,786
Exercise price	$ 4.0000
Series S Preferred Stock
Capital Stock and Warrants
Exercise price		$ 4.50
Series S Preferred Stock \| Warrants expiration date, December 31, 2027
Capital Stock and Warrants
Number of warrants	2,941,814
Exercise price	$ 4.5000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482987/272-10-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27)(b))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

+ Details

STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Cash Flows From Operating Activities
Net loss	$ (22,118)	$ (25,643)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,364	1,710
Stock compensation expense	2,726	3,539
Change in fair value of warrant and derivative liability	(4,910)	(20,857)
Change in fair value of convertible note		4,650
Amortization of debt discount	5	8,878
Loss from damage of Autonomous Security Robots	19
Common stock issued in exchange for consulting services	385	267
Non-cash interest	454	343
Changes in operating assets and liabilities:
Accounts receivable	(720)	181
Inventory	240	(41)
Prepaid expenses and other current assets	(457)	361
Other assets	(5)	(11)
Accounts payable	(599)	944
Accrued expenses	(1,258)	1,213
Deferred revenue	(548)	607
Other current and noncurrent liabilities	267	(205)
Net cash used in operating activities	(24,155)	(24,064)
Cash Flows From Investing Activities
Acquisition of business, net of cash acquired		(5,421)
Purchase of Autonomous Security Robots	(4,665)	(4,399)
Purchase of property and equipment	(457)	(111)
Net cash used in investing activities	(5,122)	(9,931)
Cash Flows From Financing Activities
Proceeds from stock options exercise	263	551
Proceeds from issuance of REG A Bonds, net of issuance costs	1,237
Proceeds for the issuance of convertible notes, net of issuance costs		3,157
Offering proceeds, net of issuance costs		19,625
Proceeds from issuance of warrants, net of issuance costs		1,818
Proceeds from equity sale, net of issuance costs	25,918	2,879
Net repayments from financing obligations	(560)
Share conversion costs	(9)	(74)
Net cash provided by financing activities	26,849	27,956
Net change in cash and cash equivalents	(2,428)	(6,039)
Cash, cash equivalents and restricted cash at beginning of year	4,810	10,849
Cash, cash equivalents and restricted cash at end of year	2,382	4,810
Supplemental Disclosure of Non-Cash Financing and Investing Activities
Goodwill adjustment	578
Cashless exercise of warrants for preferred stock		370
Conversion of preferred stock to common stock	1,580	21,436
Conversion of debt obligations to Class A Common Stock	8,592	16,011
Fair value of shares issued for consulting services		386
Operating lease liabilities arising from obtaining right of use asset	$ 134
Holdback liability for acquisition of business included in accrued liabilities		$ 232

The Company and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

The Company and Summary of Significant Accounting Policies

The Company and Summary of Significant Accounting Policies

NOTE 1: The Company and Summary of Significant Accounting Policies

Description of Business

Knightscope, Inc., was incorporated on April 4, 2013 under the laws of the State of Delaware.

Knightscope, Inc. (the “Company”) is a public safety advanced technology company that builds fully autonomous security robots and blue light emergency communications systems. The Company’s mission is to make the USA the safest country in the world by helping to protect the people, places, and assets where we live, work, study and visit.

To support this mission, the Company designs, develops, manufactures, markets, deploys, and supports Autonomous Security Robots (“ASRs”), autonomous charging stations, the proprietary Knightscope Security Operations Center (“KSOC”) software user interface, Emergency Communication Devices (“ECDs” which include, its newly released Knightscope Emergency Management System (“KEMS”) platform.

Basis of Presentation and Liquidity

These financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Since its inception, the Company has incurred significant operating losses and negative cash flows from operations which is principally the result of scaling the business and research and development activities related to the development, continued improvement, and deployment of the Company’s ASRs (hardware and software).

The financial statements of the Company have been prepared on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business. Cash and cash equivalents on hand were $2.3 million as of December 31, 2023, compared to $4.8 million as of December 31, 2022. The Company has historically incurred losses and negative cashflows from operations. As of December 31, 2023, the Company also had an accumulated deficit of $161.5 million, working capital of $1.3 million and stockholders’ deficit of $26.6 million. The Company is dependent on additional fundraising in order to sustain its ongoing operations. Based on current operating levels, the Company will need to raise additional funds in the next twelve months by selling additional equity or incurring debt. These factors raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months from the date of this report.

In connection with its listing on the Nasdaq Global Market on January 27, 2022, the Company completed its Regulation A Offering on January 26, 2022, issuing 2,236,619 shares of Class A Common Stock and generating net proceeds of approximately $20.2 million. Following the Company’s listing on Nasdaq on January 27, 2022, in April 2022, Knightscope established a $100 million committed equity facility with B. Riley Principal Capital, LLC, enabling the Company to access capital in its discretion, as required, subject to market conditions. After the Class A Common Stock had been listed for a year, the Company filed a registration statement for up to $20 million for an at-the-market offering agreement on February 1, 2023 with H.C. Wainwright & Co., LLC. In August 2023, the Company filed a new prospectus supplement providing for the offering and sale from time to time of up to $25.0 million in shares of Class A Common Stock subject to, and in accordance with SEC rules. This facility provides the Company with additional access to capital, as needed, subject to market conditions. On September 29, 2023, the Company filed an Offering Circular (the “Offering Circular”) for the issuance of up to $10.0 million in Public Safety Infrastructure Bonds pursuant to Regulation A of the Securities Act of 1933, as amended. The Offering Circular was qualified with the SEC on October 2, 2023. The Company’s projected cash flows are subject to various risks and uncertainties, and the unavailability or inadequacy of financing to meet future capital needs could force it to modify, curtail, delay, or suspend some or all aspects of its planned operations or discontinue operations completely. Management’s plans include seeking additional financing, such as issuances of equity and issuances of debt and/or convertible debt instruments. Sales of additional equity securities, convertible debt and/or warrants by the Company could result in the dilution of the interests of existing stockholders. The Company will require significant additional financing to meet its planned capital needs and is pursuing opportunities to obtain additional financing through equity and/or debt alternatives. However, there can be no assurance that financing will be available when required in sufficient amounts, on acceptable terms or at all. As a result, the substantial doubt about the Company’s ability to continue as a going concern has not been alleviated. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Segments

The Company has one operating segment and one reportable segment as its chief operating decision maker, who is its Chief Executive Officer, reviews financial information on a basis for purposes of allocating resources and evaluating financial performance. All long-lived assets are located in the USA and substantially all revenue is attributed to sellers and buyers based in the USA.

Comprehensive Loss

Comprehensive loss is defined as the change in the equity of a business during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss was equal to net loss for years ended December 31, 2023 and 2022.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Specific accounts that require management estimates include, but are not limited to, estimating the useful lives of the Company’s ASRs, property and equipment and intangible assets, certain estimates required within revenue recognition, warranty and allowance for credit losses, determination of deferred tax valuation allowances, estimating fair values of the Company’s share-based awards, warrant liability, and derivative liabilities, inclusive of any contingent assets and liabilities. Actual results could differ from those estimates and such differences may be material to the financial statements.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company places its cash and cash equivalents in highly liquid instruments with, and in the custody of, financial institutions with high credit ratings.

Restricted Cash

The Company has restricted cash as collateral for the Company’s corporate credit card program. As of December 31, 2023 and 2022, the carrying value of restricted cash was $0.1 and $0 million, respectively.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, and accounts receivable. The Company monitors the credit exposure of its cash, cash equivalents, and restricted cash balances by reviewing the credit worthiness of the financial institutions in which it holds its cash. Such reviews may result in the Company moving its cash to banks with more solid balance sheets. Cash, cash equivalents, and restricted cash deposits with financial institutions may occasionally exceed the limits of insurance on bank deposits; however, the Company has not experienced any losses on such accounts. As of December 31, 2023 and 2022, the Company had cash, cash equivalent, and restricted cash balances exceeding Federal Deposit Insurance Corporation (“FDIC”) insured limits by $2.1 million and $4.6 million, respectively. The Company intends to monitor the stability of the financial institutions in which it keeps its liquid funds in order to mitigate against the exposure to loss of funds and delays in accessing cash.

The Company extends credit to clients in the normal course of business and performs ongoing credit evaluations of its clients. Concentrations of credit risk with respect to accounts receivable exist to the full extent of amounts presented in the financial statements. The Company does not require collateral from its clients to secure accounts receivable.

Accounts receivable was derived from the leasing of proprietary ASRs along with access to browser-based interface KSOC as well as the sale of ECDs. The Company reviews its receivables for collectibility based on historical loss patterns, aging of the receivables, and assessments of specific identifiable client accounts considered at risk or uncollectible and provides allowances for potential credit losses, as needed. The Company also considers any changes to the financial condition of its clients and any other external market factors that could impact the collectibility of the receivables in the determination of the allowance for credit losses. Based on these assessments, the Company recorded an immaterial allowance for credit losses on its accounts receivable as of December 31, 2023 compared to an allowance of $0.2 million on its accounts receivable balance as of December 31, 2022.

As of December 31, 2023, the Company had one client whose accounts receivable balance, including unbilled amounts, totaled 10% or more of the Company’s total accounts receivable (34%) compared with three such clients as of December 31, 2022 (13%,12% and 12%).

For the year ended December 31, 2023, the Company had two client who individually accounted for 10% or more of the Company’s total revenue, net (10%) compared with no clients accounting for 10% or more of total revenue for the year ended December 31, 2022.

Inventory

Inventory, principally purchased components, is stated at the lower of cost or net realizable value. Cost is determined using an average cost, which approximates actual cost on a first-in, first-out basis. Inventory in excess of salable amounts and inventory which is considered obsolete based upon changes in existing technology is written off. At the point of loss recognition, a new lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in the new cost basis.


	December 31,
	2023		2022
Raw materials	$	2,112	$	2,032
Work in process		82		—
Finished goods		126		528
	$	2,320	$	2,560

Prepaid expenses and other current assets

Prepaid and other current assets is comprised of the following (in thousands):


	December 31,
	2023		2022
Prepaid inventory	$	123	$	66
Prepaid expense		488		901
Other receivables		362		—
Research and development tax credit		376		376
Other current assets		72		6
	$	1,421	$	1,349

Autonomous Security Robots, net (“ASRs”)

ASRs consist of materials, ASRs in progress and finished ASRs. ASRs in progress and finished ASRs include materials, labor and other direct and indirect costs used in their production. Finished ASRs are valued using a discrete bill of materials, which includes an allocation of labor and direct overhead based on assembly hours. Depreciation expense on ASRs is recorded using the straight-line method over their estimated expected lives, which currently ranges from 3 to 5 years. Depreciation expense of finished ASRs included in research and development expense amounted to $8 and $66, depreciation expense of finished ASRs included in sales and marketing expense amounted to $15 and $46, and depreciation expense included in cost of revenue, net amounted to $1.6 million and $1.4 million for the years ended December 31, 2023 and 2022, respectively.

ASRs, net, consisted of the following (in thousands):


	December 31,
	2023		2022
Raw materials	$	3,841	$	2,732
ASRs in progress		1,575		773
Finished ASRs		12,130		10,198
		17,546		13,703
Accumulated depreciation on Finished ASRs		(8,701)		(7,853)
ASRs, net	$	8,845	$	5,850

The components of the Finished ASRs, net, are as follows (in thousands):


	December 31,
	2023		2022
ASRs on lease or available for lease	$	10,804	$	9,002
Demonstration ASRs		607		622
Research and development ASRs		194		194
Charge boxes		525		380
		12,130		10,198
Less: accumulated depreciation		(8,701)		(7,853)
Finished ASRs, net	$	3,429	$	2,345

Property, Equipment and Software, net

Property, equipment and software, net is stated at cost less accumulated depreciation and amortization and is depreciated using the straight-line method over the estimated useful lives of the assets. Computer equipment, software and furniture, fixtures and equipment are depreciated over useful lives ranging from three to five years, and leasehold improvements are depreciated over the respective lease term or useful lives, whichever is shorter. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the balance sheets and any resulting gain or loss is reflected in the statements of operations in the period realized.

Property, equipment, and software, net as of December 31, 2023 and 2022 were as follows (in thousands):


	December 31
	2023		2022
Computer equipment	$	258	$	258
Software		8		8
Furniture, fixtures and equipment		1,245		788
Leasehold improvements		46		46
		1,557		1,100
Accumulated depreciation and amortization		(700)		(486)
Property, equipment and software, net	$	857	$	614

Depreciation and amortization expense on property, equipment and software included in research and development expenses amounted to $27 and $47, for cost of revenue, net amounted to $173 and $29, and for sales and marketing amounted to $8 and $0 for the years ended December 31, 2023 and 2022, respectively. Depreciation and amortization expense relating to general and administrative expenses was insignificant for all periods presented.

Business Acquisitions

The Company performs valuations of assets acquired and liabilities assumed for acquisitions and allocates the purchase price to its respective net tangible and intangible assets, and liabilities based on their estimated fair values. Any residual purchase price is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. During the measurement period, the Company may record certain adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, which could be up to one year after the transaction date, all adjustments are recorded to the Company’s statements of operations.

During the quarter ended June 30, 2023, the Company became aware of an error in the calculation of deferred revenue and goodwill associated with the CASE Emergency Systems acquisition in October of 2022. The error resulted in an understatement of acquired deferred revenue and goodwill in the amount of $578. As such, the June 30, 2023 condensed balance sheet has been adjusted to increase goodwill and deferred revenue by $578. Based on an analysis of Staff Accounting Bulletin 108, “Quantifying Misstatements” and Staff Accounting Bulletin 99, “Materiality,” the Company has determined that these errors were immaterial to the previously issued audited financial statements for the year ended December 31, 2022 and the unaudited condensed financial statements for the quarters ended March 31, 2023 and June 30, 2023.

Goodwill and Acquired Intangible Assets

The Company records goodwill when the consideration paid in a purchase acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but rather is tested for impairment. The Company performs testing for impairment of goodwill annually, at the end of the year, or as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company tests goodwill for impairment at the reporting unit level using a two-step approach. In step one, the Company determines if the fair value of the reporting unit exceeds the unit’s carrying value. If step one indicates that the fair value of the reporting unit is less than its carrying value, the Company performs step two, determining the fair value of goodwill and, if the carrying value of goodwill exceeds the implied fair value, recording an impairment charge. The Company has determined that there is a single reporting unit for the purpose of goodwill impairment tests. Since inception through December 31, 2023, the Company did not have any goodwill impairment.

Acquired intangible assets consist of identifiable intangible assets, primarily developed technology, trademark and customer relationships. These intangible assets have been determined to have definite lives and are carried at cost, less accumulated amortization. The Company amortizes the intangible assets with finite lives using the straight-line method over the estimated economic lives of the assets, which is normally one to eight years. The amortization expense for developed technology is recorded in cost of revenues. The amortization expense for the trademark and customer relationships is recorded in sales and marketing expense.

Impairment of Long-Lived Assets

The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that their carrying value may not be recoverable from the estimated future cash flows expected to result from their use or eventual disposition. If estimates of future undiscounted net cash flows are insufficient to recover the carrying value of the assets, the Company will record an impairment loss in the amount by which the carrying value exceeds the fair value. If the assets are determined to be recoverable, but the useful lives are shorter than originally estimated, the Company will depreciate or amortize the net book value of the assets over the newly determined remaining useful lives. None of the Company’s ASRs, property, equipment and software or intangible assets were determined to be impaired during the year ended December 31, 2023 and 2022.

Leases

The Company determines if a contract is a lease or contains a lease at the inception of the contract and reassesses that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Operating lease right-of-use (“ROU”) assets are presented separately on the Company’s balance sheets. The Company does not have any finance lease ROU assets or liabilities. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The Company does not obtain and control its right to use the identified asset until the lease commencement date.

The Company’s lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. Because the rate implicit in the lease is not readily determinable, the Company generally uses its incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The Company factors in publicly available data for instruments with similar characteristics when calculating its incremental borrowing rates. The Company’s ROU assets are also recognized at the applicable lease commencement date. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability.

The term of the Company’s leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also include options to renew or extend the lease (including by not terminating the lease) that the Company is reasonably certain to exercise. The Company establishes the term of each lease at lease commencement and reassesses that term in subsequent periods when one of the triggering events outlined in Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”) occurs. Operating lease costs for lease payments is recognized on a straight-line basis over the lease term.

The adjustments due to the adoption of ASC 842 primarily related to the recognition of an operating lease ROU asset and corresponding operating lease liability for the Company’s leased properties. The Company’s operating lease ROU asset and liability were recognized at the adoption date of ASC 842, based on the present value of lease payments over the remaining lease term. In determining the net present value of lease payments, the Company used its borrowing rate of 12.0% based on the information available, including remaining lease term, at the adoption date of ASC 842. As of December 31, 2023, the Company’s incremental borrowing rate for its real estate operating leases range from 5.25% to 16% dependent upon the weighted-average remaining lease term of 1.9 years for the Company’s leased properties.

The Company’s lease contracts often include lease and non-lease components. For facility leases, the Company has elected the practical expedient offered by the standard to not separate lease from non-lease components and accounts for them as a single lease component.

The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease costs for short-term leases is recognized on a straight-line basis over the lease term.

Other Current Liabilities

Other current liabilities consisted of the following:


	December 31,		December 31,
	2023		2022
Sales tax	$	364	$	419
Customer and vendor deposits		239		50
Warranty liability		406		145
Other		460		449
	$	1,469	$	1,063

Accrued Warranty

The liability for estimated warranty claims is accrued at the time of sale and the expense is recorded in the statements of operations in cost of revenue, net - product. The liability is established using historical warranty claim experience. The current provision may be adjusted to take into account unusual or non-recurring events in the past or anticipated changes in future warranty claims. Adjustments to the warranty accrual are recorded if actual claim experience indicates that adjustments are necessary. Warranty reserves are reviewed to ensure critical assumptions are updated for known events that may impact the potential warranty liability.

Change in the warranty liability for the years ended consisted of the following:


	December 31,
	2023		2022
Balance January 1,	$	145	$	—
Provision for warranties issued during the year		675		288
Warranty services provided		(414)		(143)
	$	406	$	145

Accrued Expenses

Accrued expenses consisted of the following:


	December 31,		December 31,
	2023		2022
Accrued bonuses	$	—	$	961
Payroll and payroll taxes		604		696
Legal, consulting, and financial services		117		542
Credit cards		244		188
Other		180		16
	$	1,145	$	2,403

Convertible Preferred Warrant Liability and Common Stock Warrants

Freestanding warrants to purchase shares of the Company’s preferred stock are classified as liabilities on the balance sheets at their estimated fair value because the underlying shares of preferred stock are contingently redeemable and, therefore, may obligate the Company to transfer assets at some point in the future. The preferred stock warrants are recorded at fair value upon issuance and are subject to remeasurement to their respective estimated fair values. At the end of each reporting period, changes in the estimated fair value of the preferred stock warrants are recorded in the statements of operation. The Company will continue to adjust the liability associated with the preferred stock warrants for changes in the estimated fair value until the earlier of the exercise or expiration of the preferred stock warrants, the completion of a sale of the Company or an underwritten initial public offering (“IPO”). Upon an IPO, the preferred stock warrants will convert into warrants to purchase common stock and any liabilities recorded for the preferred stock warrants will be reclassified to additional paid-in capital and will no longer be subject to remeasurement.

The Company issued common stock warrants in connection with the execution of a certain debt financing during the year ended December 31, 2015. Common stock warrants that are not considered derivative liabilities are accounted for at fair value at the date of issuance in additional paid-in capital. The fair value of these common stock warrants is determined using the Black-Scholes option pricing model.

On October 10, 2022, the Company issued common stock warrants in connection with the execution of Convertible Notes (“2022 Convertible Notes”). These warrants are recorded as a derivative liability as it was determined they are not indexed to the Company’s common stock and accounted for at fair value upon issuance. The derivative liability will be marked to market each reporting period with changes in fair value recorded in change in fair value of warrant and derivative liability on the statements of operations.

Revenue Recognition

ASR related revenues

The Company derives its revenues from lease of proprietary ASRs along with access to the browser-based interface KSOC through contracts under the lease accounting that typically have a twelve (12)-month term. In addition, the Company derives non-lease revenue items such as professional services related to ASRs’ deployments, special decals, shipping costs and training if any, recognized when control of these services is transferred to the clients, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

ECD related revenues

The Company also derives revenues from sales of its ECDs and related services, such as installation, maintenance, and upgrades. Revenue is recognized when clients sign full or partial certificate of completion, at which point, Knightscope can generate an invoice for its products and services. Clients also have the option to sign up for ongoing preventative and maintenance agreements. The maintenance revenue is recognized in the period the service is performed and the Company has determined that term of the contracts has been fulfilled. Installation or upgrades revenue are recognized upon completion of the project/contracts. In certain cases, deferred revenue is recognized to account for unfinished contracts.

The Company determines revenue recognition through the following steps:

●

identification of the contract, or contracts, with a client;

●

identification of the performance obligations in the contract;

●

determination of the transaction price;

●

allocation of the transaction price to the performance obligations in the contract; and

●

recognition of revenue when, or as, the Company satisfies a performance obligation.

The Company recognizes ASR subscription revenue as follows:

ASR subscription revenue is generated from lease of proprietary ASRs along with access to the browser-based interface KSOC through contracts that typically have 12-month terms. These revenue arrangements adhere to lease accounting guidance and are classified as leases for revenue recognition purposes. Currently, all revenue arrangements qualify as operating leases where consideration allocated to the lease deliverables is recognized ratably over the lease term.

Deferred revenue

In connection with the Company’s MaaS subscription for the Company’s ASRs, the Company’s standard billing terms are annual in advance. In these situations, the Company records the invoices as deferred revenue and amortizes the subscription amount when the services are delivered, which generally is a 12-month period. In addition, the Company refers certain transactions to Dimension and Balboa Capital, whereby Dimension or Balboa Capital advances the full value of the MaaS subscription to the Company, less a processing fee. The advanced payment is recorded in deferred revenue and amortized over the term of the subscription once the ASR is delivered to the deployment site.

The Company derives its revenue from the lease subscription of its proprietary ASRs along with access to its browser and mobile based software interface, KSOC. MaaS subscription agreements typically have a twelve (12)-month term.

The Company also records deferred revenue from unfinished contracts for certain ECD related services.

Deferred revenue includes billings in excess of revenue recognized. Revenue recognized at a point in time generally does not result in significant increases in deferred revenue. Revenue recognized over a period generally results in a majority of the increases in deferred revenue as the performance obligations are fulfilled after the billing event. Deferred revenue was as follows:


	December 31, 2023		December 31, 2022
Deferred revenue - short term	$	1,741	$	1,711
Revenue recognized in the year ended related to amounts included in deferred revenue at the beginning of the period	$	1,466	$	657

Deferred revenue represents amounts invoiced to customers for contracts for which revenue has yet to be recognized based for subscription services to be delivered to the Company’s clients. Typically, the timing of invoicing is based on the terms of the contracts.

Customer Deposits

Customer deposits primarily relate to sales of ECDs to certain customers dependent upon credit worthiness. The customer deposits are recorded as current liabilities and reclassed to a contra accounts receivable account at the time that the final invoice for the sale is generated following the completion of the revenue recognition criteria.

Disaggregation of revenue

The Company disaggregates revenue from contracts with customers into the timing of the transfers of goods and services by product line.

The following table summarizes revenue by product line and timing of recognition:


	Year Ended December 31
	2023						2022
	Point in time		Over time		Total		Point in time		Over time		Total
ASRs	$	153	$	4,036	$	4,189	$	77	$	4,125	$	4,202
ECDs		8,330		278		8,608		1,370		59		1,429
Total	$	8,483	$	4,314	$	12,797	$	1,447	$	4,184	$	5,631

Other revenue, net

Other non-ASR service-related revenues such as deployment services, decals and training revenue are recognized when services are delivered. Revenue from these transactions has been immaterial for all periods presented and is included in service revenue, net.

Product Revenue, net

Product revenue, net includes point of sale transactions related to the ECDs, including product, shipping, and installation.

Cost of revenue, net

Cost of revenue, net related to services includes depreciation of the ASRs and some ECDs over their useful lives, labor and associated benefits incurred in the production and maintenance of the ASRs, data and communications fees, routine maintenance costs, shipping costs, and other direct costs incurred during assembly and deployment. ECD related cost of revenue, net also consist of all direct materials and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tool, repairs and other expenses.

Shipping and Handling Costs

The Company classifies certain shipping and handling costs as cost of revenue, net in the accompanying statements of operations. The amounts classified as cost of revenue, net represent shipping and handling costs associated with the deployment or returns of the ASRs directly to or from clients. Management believes that the classification of these shipping and handling costs as cost of revenue, net better reflects the cost of producing the ASRs and selling its services. Shipping and handling costs associated with the transportation of demonstration units shipped to sales personnel and clients are recorded as sales and marketing expenses.

The shipping and handling costs recorded within cost of revenue, net totaled approximately $275 and $153 for the years ended December 31, 2023 and 2022, respectively. Shipping and handling costs recorded within sales and marketing was insignificant for the years ended December 31, 2023 and 2022, respectively.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation, which requires that the estimated fair value on the date of grant be determined using the Black-Scholes option pricing model with the fair value recognized over the requisite service period of the awards, which is generally the option vesting period. The Company’s determination of the fair value of the stock-based awards on the date of grant, using the Black-Scholes option pricing model, is affected by the fair value of the Company’s common stock as well as other assumptions regarding a number of highly complex and subjective variables. These variables include but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee option exercise behaviors. Because there is insufficient historical information available to estimate the expected term of the stock-based awards, the Company adopted the simplified method of estimating the expected term of options granted by taking the average of the vesting term and the contractual term of the option. The Company recognizes forfeitures as they occur when calculating stock-based compensation for its equity awards.

Research and Development Costs

Research and development costs primarily consist of employee-related expenses, including salaries and benefits, share-based compensation expense, facilities costs, depreciation and other allocated expenses. Research and development costs are expensed as incurred.

Advertising Costs

Advertising costs are recorded in sales and marketing expense in the Company’s statements of operations as incurred. Advertising expense was $1.7 million and $5.1 million for the years ended December 31, 2023 and 2022, respectively.

Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes (“ASC740”). Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. The Company measures deferred tax assets and liabilities using tax rates applicable to taxable income in effect for the years in which those tax assets are expected to be realized or settled and provides a valuation allowance against deferred tax assets when it cannot conclude that it is more likely than not that some or all deferred tax assets will be realized. The assessment requires significant judgment and is performed in each of the applicable taxing jurisdictions. Additionally, the Company assesses its uncertain tax positions and records tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, the Company’s policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements.

Basic and Diluted Net Loss per Share

Net loss per share of Class A and Class B Common Stock is computed using the two-class method required for participating securities based on their participation rights. All series of convertible preferred stock are participating securities as the holders are entitled to participate in common stock dividends with common stock on an as converted basis. Holders of Series m-4 Preferred Stock are entitled to receive cumulative dividends payable semi-annually in arrears at the rate per share of Series m-4 Preferred Stock equal to the Dividend Rate for the Series m-4 Preferred Stock, in each case subject to compliance with applicable law. Dividends to holders of Series m-4 Preferred Stock are paid in kind as a dividend of additional shares of Series m-4 Preferred Stock for each Dividend Period on the applicable Dividend Payment Date using a price per share equal to the original issue price, provided that the Company shall not issue any fractional shares of Series m-4 Preferred Stock. The holders of the Company’s convertible preferred stock, other than Series m-4 Preferred Stock, are also entitled to noncumulative dividends prior and in preference to common stock and do not have a contractual obligation to share in the losses of the Company. In accordance with the two-class method, earnings allocated to these participating securities, which include participation rights in undistributed earnings with common stock, are subtracted from net loss to determine net loss attributable to common stockholders upon their occurrence.

Basic net loss per share of Class A and Class B Common Stock is computed by dividing net loss attributable to common stockholders (adjusted for preferred stock dividends declared or accumulated) by the weighted average number of shares of Class A and Class B Common Stock outstanding during the period. All participating securities are excluded from basic weighted average shares outstanding. In computing diluted net loss attributable to common stockholders, undistributed earnings are re-allocated to reflect the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by diluted weighted average shares outstanding, including potentially dilutive securities, unless anti-dilutive. Potentially dilutive securities that were excluded from the computation of diluted net loss per share consist of the following:


	December 31,
	2023	2022
Series A Preferred Stock (convertible to Class B Common Stock)	1,418,381	3,086,160
Series B Preferred Stock (convertible to Class B Common Stock)	3,498,859	3,535,621
Series m Preferred Stock (convertible to Class A Common Stock)	1,779,653	1,855,328
Series m-2 Preferred Stock (convertible to Class B Common Stock)	160,000	160,000
Series S Preferred Stock (convertible to Class A Common Stock)	2,642,190	2,714,732
Warrants to purchase common stock (convertible to Class A Common Stock)	1,138,446	1,138,446
Warrants to purchase Series m-3 (convertible to Class A Common Stock)	1,432,786	1,432,786
Warrants to purchase Series s (convertible to Class A Common Stock)	2,941,814	4,441,814
Convertible Notes	—	5,189,351
Stock options	10,069,394	10,081,915
Total potentially dilutive shares	25,081,523	33,636,153

As all potentially dilutive securities are anti-dilutive as of December 31, 2023 and 2022, diluted net loss per share of Class A and Class B Common Stock is the same as basic net loss per share for each year.

Accounting Pronouncements Adopted in 2023

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU No. 2016-13”), which requires measurement and recognition of expected credit losses for financial assets held at the reporting date based on internal information, external information, or a combination of both relating to past events, current conditions, and reasonable and supportable forecasts. ASU No. 2016-13 replaces the existing incurred loss impairment model with a forward-looking expected credit loss model, which will result in earlier recognition of credit losses. Subsequent to the issuance of ASU No.2016-13, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815,Derivatives and Hedging, and Topic 825, Financial Instrument, ASU No. 2019-05, Financial Instruments – Credit Losses (Topic 326) Targeted Transition Relief, ASU No. 2016-13, ASU No. 2019-10 Financial Instruments-Credit Losses (Topic326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), and ASU No. 2019-11 Codification Improvements to Topic 326, Financial Instruments-Credit Losses. The subsequent ASUs do not change the core principle of the guidance in ASU No. 2016-13. Instead, these amendments are intended to clarify and improve operability of certain topics included within ASU No. 2016-13.

The Company adopted this standard on January 1, 2023, using a modified retrospective approach, which requires accumulative-effect adjustment to accumulated deficit as of the beginning of the period of adoption with prior periods not restated. The adoption of ASU No. 2016-13 did not have a material impact on the Company’s financial statements.

Accounting Pronouncements Not Yet Adopted

In November 2023, FASB released Accounting Standards Update No. 2023-07, Segment Reporting. The amendment improves financial reporting by requiring disclosure of incremental segment information on an annual and interim basis. It is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Management does not believe the implementation of this pronouncement will have a material impact on the Company’s financial statements.

On December 14, 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes, which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation. The amendment is effective for fiscal years ending after December 15, 2025. Management does not believe the implementation of this pronouncement will have a material impact on the Company’s financial statements.

Management has reviewed other recently issued accounting pronouncements issued or proposed by the FASB and does not believe any of these accounting pronouncements has had or will have a material impact on the financial statements.

Capital Stock and Warrants - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands				12 Months Ended
	Apr. 07, 2023	Jan. 01, 2022	Nov. 18, 2021	Dec. 31, 2022	Dec. 31, 2023	Oct. 10, 2022	Jul. 23, 2019	Jun. 30, 2019	Apr. 30, 2019	Dec. 31, 2018	Jun. 20, 2018	Mar. 16, 2018	Jan. 16, 2018	Dec. 31, 2017
Capital Stock and Warrants
Exercise price											$ 4.00	$ 4.00	$ 4.00
Expiration of warrants term											2 years	2 years	2 years
Percentage of interest rate on convertible notes		3.00%	12.00%
Preferred stock, par value (in dollars per share)				$ 0.001	$ 0.001			$ 0.001
Number of warrants					5,513,046
Stock Issued				$ 386
Convertible debt
Capital Stock and Warrants
Aggregate principal amount						$ 6,075
Conversion price						$ 5.00
Productions LLC
Capital Stock and Warrants
Exercise price							$ 8.00
Convertible Note Liabilities
Capital Stock and Warrants
Exercise price			$ 4.50
Expiration of warrants term									18 months
Aggregate principal amount									$ 1,000
Conversion price			2.50
Series m-3 Preferred Stock
Capital Stock and Warrants
Number of shares issued upon conversion of warrants	1,432,786										394,215	394,215	394,215
Preferred stock, par value (in dollars per share)										$ 0.001				$ 0.001
Series m-3 Preferred Stock \| Convertible Note Liabilities
Capital Stock and Warrants
Preferred stock, repurchased as exchange upon conversion								1,432,786
Series S Preferred Stock
Capital Stock and Warrants
Number of shares issued upon conversion of warrants	2,941,814				2,941,814
Exercise price			4.50
Period of extension	18 months
Series S Preferred Stock \| Productions LLC
Capital Stock and Warrants
Number of shares issued upon conversion of warrants							1,500,000
Preferred stock, par value (in dollars per share)							$ 0.001
Series S Preferred Stock \| Convertible Note Liabilities
Capital Stock and Warrants
Exercise price									$ 4.50
Expiration of warrants term									18 months
Series m-4 Preferred Stock \| Convertible Note Liabilities
Capital Stock and Warrants
Aggregate principal amount									$ 1,000
Preferred stock, shares issued upon conversion								1,432,786
Class A Common Stock
Capital Stock and Warrants
Exercise price			$ 2.50
Class A Common Stock \| Convertible debt
Capital Stock and Warrants
Number of shares issued upon conversion of warrants						1,138,446
Exercise price						$ 3.25
Conversion price						$ 5.00

Fair Value Measurement - Classification by level of input within the fair value hierarchy (Details) - Recurring basis - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Liabilities
Derivative liability - Class A Common Stock warrants	$ 271	$ 1,146
2022 Convertible Notes		8,152
Warrant liability - Series m-3 Preferred Stock
Liabilities
Warrant liability	284	1,282
Warrant liability - Series s Preferred Stock
Liabilities
Warrant liability	5,692	8,729
Money market funds
Assets
Money market funds	1,104	3,025
Level 1 \| Money market funds
Assets
Money market funds	1,104	3,025
Level 3
Liabilities
Derivative liability - Class A Common Stock warrants	271	1,146
2022 Convertible Notes		8,152
Level 3 \| Warrant liability - Series m-3 Preferred Stock
Liabilities
Warrant liability	284	1,282
Level 3 \| Warrant liability - Series s Preferred Stock
Liabilities
Warrant liability	$ 5,692	$ 8,729

Subsequent Events (Details) - USD ($) $ in Thousands			1 Months Ended	2 Months Ended	3 Months Ended	12 Months Ended
Subsequent Events (Details) - USD ($) $ in Thousands	Sep. 29, 2023	Jan. 26, 2022	Feb. 28, 2023	Mar. 14, 2024	Mar. 31, 2024	Dec. 31, 2024	Dec. 31, 2023	Feb. 23, 2024	Feb. 22, 2024	Aug. 31, 2023	Dec. 31, 2022
Subsequent Events
Principal amount of bonds issued						$ 1,400
Aggregate net proceeds						1,200
Issuance costs						$ 200
Shares issued		2,236,619
Proceeds from equity sale, net of issuance costs		$ 20,200
Net of brokerage and placement fees										$ 300
Class A Common Stock
Subsequent Events
Common stock, shares authorized							114,000,000				114,000,000
Proceeds from equity sale, net of issuance costs	$ 10,000
At-the-Market Offering Program \| Class A Common Stock
Subsequent Events
Shares issued			11,817,912				25,734,332
Net of brokerage and placement fees			$ 600
Subsequent Events
Subsequent Events
Principal amount of bonds issued				$ 4,200
Aggregate net proceeds				3,800
Issuance costs				400
Net of brokerage and placement fees					$ 300
Subsequent Events \| Class A Common Stock
Subsequent Events
Common stock, shares authorized								228,000,000	114,000,000
Subsequent Events \| At-the-Market Offering Program
Subsequent Events
Shares issued					13,074,738
Subsequent Events \| At-the-Market Offering Program \| Class A Common Stock
Subsequent Events
Proceeds from equity sale, net of issuance costs					$ 6,900
Subsequent Events \| Public Safety Infrastructure Bonds
Subsequent Events
Principal amount of bonds issued				2,800
Aggregate net proceeds				2,600
Issuance costs				$ 200

STATEMENTS OF PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands	Preferred Stock Series m Preferred Stock	Preferred Stock Series m-1 Preferred Stock	Preferred Stock Series m-2 Preferred Stock	Preferred Stock Series m-3 Preferred Stock	Preferred Stock Series S Preferred Stock	Preferred Stock Series A Preferred Stock	Preferred Stock Series B Preferred Stock	Common stock Class A Common Stock	Common stock Class B Common Stock	Additional Paid-in-capital	Accumulative Deficit	Class A Common Stock	Total
Balance as of beginning at Dec. 31, 2021	$ 11,881	$ 1,319	$ 3,755	$ 46	$ 29,995	$ 2,663	$ 7,559
Balance as of beginning (in shares) at Dec. 31, 2021	4,574,917	186,872	1,251,666	16,757	3,705,239	6,155,564	3,726,092
Increase (decrease) in temporary equity
Issuance of Series s Preferred Stock, net of issuance costs								$ 2		$ 19,623			$ 19,625
Share conversion to Class A Common Stockk	$ (7,063)	$ (1,319)	$ (3,275)	$ (46)	$ (8,018)	$ (1,328)	$ (386)	$ 12	$ (3)	21,427			$ 21,436
Share conversion to common stock (in shares)	(2,719,589)	(186,872)	(1,091,666)	(16,757)	(990,507)	(3,069,404)	(190,471)	11,271,070	(2,836,313)
Balance at the end at Dec. 31, 2022	$ 4,818		$ 480		$ 21,977	$ 1,335	$ 7,173
Balance at the end (in shares) at Dec. 31, 2022	1,855,328		160,000		2,714,732	3,086,160	3,535,621						11,351,841
Balance as of beginning at Dec. 31, 2021								$ 6	$ 13	30,745	$ (113,697)		$ (82,933)
Balance as of beginning (in shares) at Dec. 31, 2021								5,936,929	13,131,197
Increase (decrease) in stockholders' equity
Stock based compensation										3,539			3,539
Warrants expired										370			370
Warrants exercised (in shares)								156,483
Conversion of debt obligations to Class A Common Stock								$ 7		16,004			16,011
Conversion of debt obligations to Class A Common Stock (in shares)								6,513,385
Stock options exercised										551			$ 551
Stock options exercised (in shares)								370,235	25,000				395,235
Offering proceeds, net of issuance costs													$ 19,625
Offering proceeds, net of issuance costs (shares)								2,236,619
Shares issued for consulting services										653			653
Shares issued for consulting services (in shares)								236,567
Proceeds from equity sale, net of issuance costs								$ 1		2,878			2,879
Proceeds from equity sale, net of issuance costs (in shares)								1,307,950
Share conversion costs										(74)			74
Net Income (Loss)											(25,643)		(25,643)
Balance as of end at Dec. 31, 2022								$ 28	$ 10	95,716	(139,340)		$ (43,586)
Balance as of end (in shares) at Dec. 31, 2022								28,029,238	10,319,884
Balance at the end at Dec. 31, 2023	$ 4,621		$ 480		$ 21,390	$ 614	$ 7,098
Balance at the end (in shares) at Dec. 31, 2023	1,779,653		160,000		2,642,190	1,418,381	3,498,859						9,499,083
Increase (decrease) in stockholders' equity
Stock based compensation										2,726			$ 2,726
Conversion of debt obligations to Class A Common Stock								$ 11		8,581			8,592
Conversion of debt obligations to Class A Common Stock (in shares)								10,432,428				10,432,428
Stock options exercised										263			$ 263
Stock options exercised (in shares)								213,020	238,000				451,020
Proceeds from equity sale, net of issuance costs								$ 38		25,880			$ 25,918
Proceeds from equity sale, net of issuance costs (in shares)								38,403,353
Share conversion costs										(9)			(9)
Share conversion to common stock	$ (197)				$ (587)	$ (721)	$ (75)	$ 3	$ (1)	1,578			1,580
Share conversion to common stock (in shares)	(75,675)				(72,542)	(1,667,779)	(36,762)	3,110,561	(1,200,062)
Net Income (Loss)											(22,118)		(22,118)
Balance as of end at Dec. 31, 2023								$ 80	$ 9	$ 134,735	$ (161,458)		$ (26,634)
Balance as of end (in shares) at Dec. 31, 2023								80,188,600	9,357,822

Capital Stock and Warrants (Tables)

12 Months Ended

Dec. 31, 2023

Capital Stock and Warrants

Schedule of the Company's outstanding warrants

A summary of the Company’s outstanding warrants as of December 31, 2023, is as follows:


Class of shares	Number of warrants	Exercise price		Expiration date
Class A Common Stock	1,138,446	$	3.2500	October 13, 2027
Series m-3 Preferred Stock	1,432,786	$	4.0000	December 31, 2027
Series S Preferred Stock	2,941,814	$	4.5000	December 31, 2027

Schedule of common stock reserved for future issuance


		December 31,
		2023
Series A Preferred Stock (convertible to Class B Common Stock)		1,418,381
Series B Preferred Stock (convertible to Class B Common Stock)		3,498,859
Series m Preferred Stock (convertible to Class A Common Stock)		1,779,653
Series m-2 Preferred Stock (convertible to Class B Common Stock)		160,000
Series S Preferred Stock (convertible to Class A Common Stock)		2,642,190
Stock options to purchase common stock		10,069,394
Warrants outstanding for future issuance of convertible preferred stock and common stock		5,513,046
Stock options available for future issuance		99,363
Total shares of common stock reserved		25,180,886

Convertible preferred stock

Capital Stock and Warrants

Schedule of convertible preferred stock authorized and issued and outstanding


			Proceeds Net		Aggregate
		Shares	of Issuance		Liquidation
	Shares	Issued and	Costs		Preference
	Authorized	Outstanding	(in thousands)		(in thousands)
Series A Preferred Stock	8,936,015	1,413,381	$	614	$	1,267
Series B Preferred Stock	4,707,501	3,498,859		7,098		7,138
Series m Preferred Stock	6,666,666	1,779,653		4,621		5,339
Series m-1 Preferred Stock	333,334	—		—		—
Series m-2 Preferred Stock	1,660,756	160,000		480		480
Series m-3 Preferred Stock	3,490,658	—		—		—
Series m-4 Preferred Stock	4,502,061	—		—		—
Series S Preferred Stock	13,108,333	2,642,190		21,390		21,137
	43,405,324	9,499,083	$	34,203	$	35,361

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-3

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-4

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-5

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481142/505-10-45-2

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-10

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-8

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 480
-SubTopic 10
-Section S99
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480244/480-10-S99-1

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-6

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-7

+ Details

Fair Value Measurement - Summary of the changes in the fair value of the Company's level 3 convertible note (Details) - Convertible Note Liabilities - Level 3 $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Fair Value Measurement
Balance	$ 8,152
Accretion of interest	440
Note conversion	$ (8,592)

Capital Stock and Warrants - Common stock reserved for future issuance (Details) - shares	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Capital Stock and Warrants
Stock options to purchase common stock	10,069,394	10,081,915	8,799,415
Warrants outstanding for future issuance of convertible preferred stock and common stock	5,513,046
Stock options available for future issuance	99,363	3,538,268	216,003
Total shares of common stock reserved	25,180,886
Series A Preferred Stock (convertible to Class B Common Stock)
Capital Stock and Warrants
Preferred stock reserved for future issuance	1,418,381
Series B Preferred Stock (convertible to Class B Common Stock)
Capital Stock and Warrants
Preferred stock reserved for future issuance	3,498,859
Series m Preferred Stock (convertible to Class A Common Stock)
Capital Stock and Warrants
Preferred stock reserved for future issuance	1,779,653
Series m-2 Preferred Stock (convertible to Class B Common Stock)
Capital Stock and Warrants
Preferred stock reserved for future issuance	160,000
Series S Preferred Stock (convertible to Class A Common Stock)
Capital Stock and Warrants
Preferred stock reserved for future issuance	2,642,190

Commitments and contingencies - Future minimum operating lease payments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Commitments and contingencies
2024	$ 856
2025	675
2026	73
Total future minimum lease payments	1,604
Less - Interest	(160)
Present value of lease liabilities	$ 1,444	$ 2,040

Commitments and contingencies

12 Months Ended

Dec. 31, 2023

Commitments and contingencies

Commitments and contingencies

NOTE 11: Commitments and contingencies

Leases

The Company leases facilities for office space under non-cancelable operating lease agreements. The Company leases space for its corporate headquarters in Mountain View, California through August 2025.

The components of leases and lease costs are as follows (in thousands):


Operating leases	December 31,		December 31,
	2023		2022
Operating lease right-of-use assets	$	1,458	$	2,012

Operating lease liabilities, current portion	$	733	$	731
Operating lease liabilities, non-current portion		711		1,309
Total operating lease liabilities	$	1,444	$	2,040

Operating lease costs	$	1,027	$	906

As of December 31, 2023, future minimum operating lease payments for each of the next two years is as follows (in thousands):


Year ending December 31,	Amount
2024	$	856
2025		675
2026		73
Total future minimum lease payments		1,604
Less – Interest		(160)
Present value of lease liabilities	$	1,444

Weighted average remaining lease term is 1.9 years. The weighted average discount rate of 11.58% ranges from 5.25% to 16.0% dependent upon the assets underlying the operating lease and its term.

Rent expense totaled $1.0 million and $0.9 million for the years ended December 31, 2023 and 2022, respectively, included in the Company’s statements of operations. There were three month to month lease agreements and one lease agreement with a lease term of less than 12 months for the year ended December 31, 2023. There were no lease agreements of less than 12 months for the year ended December 31, 2022.

Legal Matters

The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business; however, no such claims have been identified as of December 31, 2023 that are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

The Company from time to time enters into contracts that contingently require the Company to indemnify parties against third party claims. These contracts primarily relate to: (i) arrangements with clients which generally include certain provisions for indemnifying clients against liabilities if the services infringe a third party’s intellectual property rights, (ii) the Regulation A Issuer Agreement where the Company may be required to indemnify the placement agent for any loss, damage, expense or liability incurred by the other party in any claim arising out of a material breach (or alleged breach) as a result of any potential violation of any law or regulation, or any third party claim arising out of any investment or potential investment in the offering, and (iii) agreements with the Company’s officers and directors, under which the Company may be required to indemnify such persons from certain liabilities arising out of such persons’ relationships with the Company. The Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the financial statements as of December 31, 2023 and 2022.

Sales Tax Contingencies

The Company has historically not collected state sales tax on the sale of its MaaS product offering but has paid sales tax in conjunction with the Financing Arrangement of the Company’s ASRs with Farnam and use tax on all purchases of raw materials. The Company’s MaaS product offering may be subject to sales tax in certain jurisdictions. If a taxing authority were to successfully assert that the Company has not properly collected sales or other transaction taxes, or if sales or other transaction tax laws or the interpretation thereof were to change, and the Company was unable to enforce the terms of their contracts with clients that give the right to reimbursement for the assessed sales taxes, tax liabilities in amounts that could be material may be incurred. Based on the Company’s assessment, the Company has recorded a use tax liability of approximately $0.4 million as of December 31, 2023 and 2022, which has been included in other current liabilities on the accompanying balance sheets. The Company continues to analyze possible sales tax exposure but does not currently believe that any individual claim or aggregate claims that might arise will ultimately have a material effect on its results of operations, financial position or cash flows.

The Company and Summary of Significant Accounting Policies - Shipping and Handling Costs and Advertising Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
The Company and Summary of Significant Accounting Policies
Total cost of revenue, net	$ 14,821	$ 8,950
Advertising expense	1,700	5,100
Shipping and Handling
The Company and Summary of Significant Accounting Policies
Total cost of revenue, net	$ 275	$ 153

The Company and Summary of Significant Accounting Policies - Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
The Company and Summary of Significant Accounting Policies
Raw materials	$ 2,112	$ 2,032
Work in process	82
Finished goods	126	528
Inventory,Net	$ 2,320	$ 2,560

The Company and Summary of Significant Accounting Policies - Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
The Company and Summary of Significant Accounting Policies
Prepaid inventory	$ 123	$ 66
Prepaid expense	488	901
Other receivables	362
Research and development tax credit	376	376
Other current assets	72	6
Total	$ 1,421	$ 1,349

Capital Stock and Warrants - Preferred Stock - Right to receive Liquidation Distributions (Details)	Dec. 31, 2023 $ / shares
Capital Stock and Warrants
Per share value	$ 0.60
Series m-4 Preferred Stock
Capital Stock and Warrants
Liquidation preference, per share	7.00
Series S Preferred Stock
Capital Stock and Warrants
Liquidation preference, per share	8.00
Series B Preferred Stock
Capital Stock and Warrants
Liquidation preference, per share	2.0401
Series m Preferred Stock
Capital Stock and Warrants
Liquidation preference, per share	3.00
Series m-1 Preferred Stock
Capital Stock and Warrants
Liquidation preference, per share	3.00
Series m-2 Preferred Stock
Capital Stock and Warrants
Liquidation preference, per share	3.00
Series A Preferred Stock
Capital Stock and Warrants
Liquidation preference, per share	0.8932
Series m-3 Preferred Stock
Capital Stock and Warrants
Per share value	$ 3.50

Capital Stock and Warrants - Standstill Agreements (Details) - shares	Nov. 27, 2023	Aug. 14, 2023	Jan. 26, 2022	Feb. 23, 2024	Feb. 22, 2024	Dec. 31, 2023	Dec. 27, 2023	Dec. 26, 2023	Apr. 07, 2023	Dec. 31, 2022	Jun. 20, 2018	Mar. 16, 2018	Jan. 16, 2018
Class of Stock [Line Items]
Shares issued			2,236,619
Class A Common Stock
Class of Stock [Line Items]
Common Stock, Shares Authorized						114,000,000				114,000,000
Class A Common Stock \| Subsequent Events
Class of Stock [Line Items]
Common Stock, Shares Authorized				228,000,000	114,000,000
Class B Common Stock
Class of Stock [Line Items]
Common Stock, Shares Authorized						30,000,000				30,000,000
Class B Common Stock \| Warrant Issued Under Standstill Agreement
Class of Stock [Line Items]
Shares issued	2,000,000	7,000,000
Series m-3 Preferred Stock
Class of Stock [Line Items]
Number of shares issued upon conversion of warrants									1,432,786		394,215	394,215	394,215
Series m-3 Preferred Stock \| Warrant Issued Under Standstill Agreement
Class of Stock [Line Items]
Number of shares issued upon conversion of warrants								346,000
Series m-3 Preferred Stock \| Warrant Issued Under Standstill Agreement One
Class of Stock [Line Items]
Number of shares issued upon conversion of warrants							835,787
Series m-3 Preferred Stock \| Warrant Issued Under Standstill Agreement Two
Class of Stock [Line Items]
Number of shares issued upon conversion of warrants							250,999
Series S Preferred Stock
Class of Stock [Line Items]
Number of shares issued upon conversion of warrants						2,941,814			2,941,814
Series S Preferred Stock \| Warrant Issued Under Standstill Agreement Two
Class of Stock [Line Items]
Number of shares issued upon conversion of warrants							2,942,714

Goodwill and Intangible Assets, net - Future intangible assets amortization expense (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Future intangible assets amortization expense
2024	$ 317
2025	317
2026	317
2027	275
2028	118
Thereafter	213
Total	$ 1,557

The Company and Summary of Significant Accounting Policies - Potentially dilutive securities that were excluded from the computation of diluted net loss per share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Potentially dilutive securities
Total potentially dilutive shares	25,081,523	33,636,153
Series A Preferred Stock (convertible to Class B Common Stock)
Potentially dilutive securities
Total potentially dilutive shares	1,418,381	3,086,160
Series B Preferred Stock (convertible to Class B Common Stock)
Potentially dilutive securities
Total potentially dilutive shares	3,498,859	3,535,621
Series m Preferred Stock (convertible to Class A Common Stock)
Potentially dilutive securities
Total potentially dilutive shares	1,779,653	1,855,328
Series m-2 Preferred Stock (convertible to Class B Common Stock)
Potentially dilutive securities
Total potentially dilutive shares	160,000	160,000
Series S Preferred Stock (convertible to Class A Common Stock)
Potentially dilutive securities
Total potentially dilutive shares	2,642,190	2,714,732
Warrants to purchase Class A Common Stock
Potentially dilutive securities
Total potentially dilutive shares	1,138,446	1,138,446
Warrants to purchase Series m-3 Preferred Stock
Potentially dilutive securities
Total potentially dilutive shares	1,432,786	1,432,786
Warrants to purchase Series s Preferred Stock
Potentially dilutive securities
Total potentially dilutive shares	2,941,814	4,441,814
Convertible Notes
Potentially dilutive securities
Total potentially dilutive shares		5,189,351
Employee Stock Option
Potentially dilutive securities
Total potentially dilutive shares	10,069,394	10,081,915

Business Acquisition - Pro-forma information (Details) - CASE Emergency Systems, Inc. $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Purchase Price
Revenue	$ 12,990
Net loss	$ (26,185)

The Company and Summary of Significant Accounting Policies - Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
The Company and Summary of Significant Accounting Policies
Accrued bonuses		$ 961
Payroll and payroll taxes	$ 604	696
Legal, consulting, and financial services	117	542
Credit cards	244	188
Other	180	16
Total accrued expenses	$ 1,145	$ 2,403

Commitments and contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and contingencies

Schedule of components of leases and lease costs

The components of leases and lease costs are as follows (in thousands):


Operating leases	December 31,		December 31,
	2023		2022
Operating lease right-of-use assets	$	1,458	$	2,012

Operating lease liabilities, current portion	$	733	$	731
Operating lease liabilities, non-current portion		711		1,309
Total operating lease liabilities	$	1,444	$	2,040

Operating lease costs	$	1,027	$	906

Schedule of future minimum operating lease payments

As of December 31, 2023, future minimum operating lease payments for each of the next two years is as follows (in thousands):


Year ending December 31,	Amount
2024	$	856
2025		675
2026		73
Total future minimum lease payments		1,604
Less – Interest		(160)
Present value of lease liabilities	$	1,444

The Company and Summary of Significant Accounting Policies - Goodwill and Acquired Intangible Assets (Details)	Dec. 31, 2023
Minimum
The Company and Summary of Significant Accounting Policies
Estimated useful life of intangible assets	1 year
Maximum
The Company and Summary of Significant Accounting Policies
Estimated useful life of intangible assets	8 years

Goodwill and Intangible Assets, net - Changes in goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets, net
Goodwill		$ 1,344
Goodwill recorded pursuant to the CASE acquisition	$ 578	600	$ 1,344
Out of period adjustment		578
Goodwill		$ 1,922	$ 1,344

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Debt Obligations

12 Months Ended

Dec. 31, 2023

Debt Obligations

Debt Obligations

NOTE 5: Debt Obligations

Convertible Note Financing

On April 30, 2019 the Company signed a Note and Warrant Purchase Agreement under the form of which the Company could issue up to $15 million of convertible promissory notes and warrants to purchase up to 3,000,000 shares of Series S Preferred Stock (20% warrant coverage) (the “Convertible Note Financing”). Pursuant to the terms of the Convertible Note Financing, the Company became obligated, to the same group of Convertible Note Financing investors, to exchange their outstanding shares of Series m-3 Preferred Stock for the newly authorized shares of Series m-4 Preferred stock upon the closing of at least $1 million in aggregate principal amount of convertible promissory notes under the Convertible Note Financing. Warrants to purchase shares of Series S Preferred Stock of the Company were also issued to investors who invested in the Convertible Note Financing. The warrants to purchase shares of Series S Preferred Stock have an exercise price of $4.50 per share and were initially scheduled to expire on the earlier of December 31, 2021 or 18 months after the closing of the Company’s first firm commitment underwritten initial public offering of the Company’s common stock pursuant to a registration statement filed under the Securities Act. The convertible promissory notes initially had a maturity date of January 1, 2022, and provided for payment of accrued interest at a rate of 12% per annum upon the maturity date, and were generally the most senior company security (subject to limited subordination carve-outs) and provided for significant discounts upon a qualified financing or an initial public offering, and for a premium upon a change of control.

On November 18, 2021, the Company agreed to amend the Note and Warrant Purchase Agreement and the convertible notes and warrants to purchase Series S Preferred Stock issued thereunder principally as follows: (i) the scheduled maturity date of the convertible notes was extended from January 1, 2022 to January 1, 2024, (ii) the interest rate of the convertible notes was reduced from 12% per annum to 3% per annum starting on January 1, 2022, (iii) the conversion terms of the convertible notes were revised so that the convertible notes would automatically convert into Class A Common Stock upon the listing of the Company’s common stock for trading on a nationally recognized securities exchange (e.g., the New York Stock Exchange) or inter-dealer quotation system (e.g., Nasdaq), (iv) the exercise period of the warrants was extended from December 31, 2021 to December 31, 2024, commencing on January 1, 2023, and (v) the cashless exercise feature was removed from the warrants. The conversion price of the convertible notes for conversion into Class A Common Stock was not changed and remained at $2.50 per share and the exercise price of the warrants to purchase Series S Preferred Stock was not changed and remains at $4.50 per share. In connection with the listing of our Class A Common Stock on the Nasdaq Global Market on January 27, 2022, all of the outstanding convertible notes issued under the Convertible Note Financing converted to Class A Common Stock.

On October 10, 2022, the Company entered into a securities purchase agreement with an accredited investor (the “Buyer”) pursuant to which the Company sold and issued to the Buyer in a private placement (i) senior secured convertible notes in an aggregate principal amount of $6.075 million (the “2022 Convertible Notes”), at an initial conversion price of $5.00 per share of the Company’s Class A Common Stock, subject to adjustment upon the occurrence of specified events described in the 2022 Convertible Notes, and (ii) warrants to purchase up to 1,138,446 shares of Class A Common Stock with an initial exercise price of $3.25 per share, exercisable immediately and expiring five years from the date of issuance (the “2022 Common Stock Warrants” and, together with the 2022 Convertible Notes, the “2022 Convertible Notes Offering”), for $5.0 million of gross proceeds. Digital Offering, LLC, acted as the placement agent for the 2022 Convertible Notes Offering and received a commission of four and half percent (4.50%) of the aggregate principal amount of the 2022 Convertible Notes.

During the year ended December 31, 2023, the Company issued 10,432,428 shares of Class A Common Stock in connection with various conversions of the 2022 Convertible Notes by the Buyer, representing an aggregate principal amount of $6.075 million. As of December 31, 2023, the entire outstanding principal balance of the 2022 Convertible Notes was fully retired. The 2022 Common Stock Warrants remain outstanding.

The 2022 Common Stock Warrants are recorded as derivative liabilities as it was determined they were not indexed to the Company’s stock and accounted for at fair value upon issuance. The derivative liability will be marked to market each reporting period with changes in fair value recorded in changes in fair value of warrant and derivative liability on the statements of operations.

Promissory Note

On June 30, 2023, Knightscope CASE executed a Promissory Note Partial Payment and Extension Agreement, whereby the maturity date of the Seller’s Note (“Note”) issued on October 14, 2022 in the amount of $560,000 in connection with the acquisition of CASE was extended to October 6, 2023. The balance of the Note was payable in two installments with the first payment made July 10, 2023 and the final payment made on October 5, 2023.

Public Safety Infrastructure Bonds

The Company filed an Offering Circular dated September 29, 2023 (the “Offering Circular”) for the issuance of up to $10.0 million in Public Safety Infrastructure Bonds (the “Bonds”) pursuant to Regulation A of the Securities Act of 1933, as amended. The Offering Circular was qualified with the SEC on October 2, 2023. The price per Bond is $1,000. The Bonds are unsecured, bearing interest at 10% per annum, payable annually on December 31 each year, starting on December 31, 2024, with the Bonds maturing on the fifth anniversary of the initial issuance. The Company issued Bonds totaling a principal amount of $1.4 million, in aggregate, generating net proceeds to the Company of approximately $1.2 million, net of issuance costs of approximately $0.2 million.

The amortized carrying amount of the debt obligations consists of the following:


	December 31,
	2023		2022
Bonds, net of unamortized issuance costs of $194	$	1,242	$	—
Convertible notes, net of fees and discount		—		8,152
Promissory notes		—		546
Total debt		1,242		8,698
Less: current portion of debt obligations		—		2,144
Non-current portion of debt obligations	$	1,242	$	6,554

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Measurement

Summary of category of assets or liabilities carried at fair value


	Total		Level 1		Level 2		Level 3
December 31, 2023
Assets
Cash equivalents:
Money market funds	$	1,104	$	1,104	$	—	$	—
Liabilities
Derivative liability – Class A Common Stock warrants	$	271	$	—	$	—	$	271
Warrant liability – Series m-3 Preferred Stock	$	284	$	—	$	—	$	284
Warrant liability – Series s Preferred Stock	$	5,692	$	—	$	—	$	5,692


	Total		Level 1		Level 2		Level 3
December 31, 2022
Assets
Cash equivalents:
Money market funds	$	3,025	$	3,025	$	—	$	—
Liabilities
Warrant liability – Series m-3 Preferred Stock	$	1,282	$	—	$	—	$	1,282
Warrant liability – Series s Preferred Stock	$	8,729	$	—	$	—	$	8,729
Derivative liability – Class A Common Stock warrants	$	1,146	$	—	$	—	$	1,146
2022 Convertible Notes	$	8,152	$	—	$	—	$	8,152

Summary of changes in the fair value of Company's Level 3 warrant and convertible note liabilities


	Warrant and Derivative Liability
Balance as of January 1, 2022	$	30,566
Initial fair value of Class A Common Stock warrants		1,818
Exercise of warrants		(370)
Revaluation of Class A Common Stock, Series B, m-3 and s Preferred Stock warrants		(20,857)
Balance as of December 31, 2022		11,157
Warrant cancellations		(308)
Revaluation of Common Stock warrants		(875)
Revaluation of Series s and Series m-3 Preferred Stock warrants		(3,727)
Balance as of December 31, 2023	$	6,247

Convertible Note Liabilities

Fair Value Measurement

Summary of changes in the fair value of Company's Level 3 warrant and convertible note liabilities


Balance January 1, 2023	$	8,152
Accretion of interest		440
Note conversion		(8,592)
Balance as of December 31, 2023	$	—

Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

Stock-Based Compensation

Share-Based Compensation

NOTE 7: Stock-Based Compensation

Equity Incentive Plans

In April 2014, the Board of Directors adopted the 2014 Equity Incentive Plan (the “2014 Plan”) allowing for the issuance of up to 2,000,000 shares of common stock through grants of options, stock appreciation rights, restricted stock or restricted stock units. In December 2016, the 2014 Plan was terminated, and the Company’s Board of Directors adopted a new equity incentive plan defined as the 2016 Equity Incentive Plan (the “2016 Plan”) in which the remaining 1,936,014 shares available for issuance under the 2014 Plan at that time were transferred to the Company’s 2016 Plan. Awards outstanding under the 2014 Plan at the time of the 2014 Plan’s termination will continue to be governed by their existing terms. The shares underlying any awards that are forfeited, canceled, repurchased or are otherwise terminated by the Company under the 2014 Plan will be added back to the shares of common stock available for issuance under the Company’s 2016 Plan. The 2016 Plan provides for the granting of stock awards such as incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock or restricted stock units to employees, directors and outside consultants as determined by the Board of Directors.

On June 23, 2022, following approval by the Board of Directors, the Company’s stockholders adopted the 2022 Equity Incentive Plan (the “2022 Plan”) allowing for the issuance of up to 5,000,000 shares of Class A Common Stock through grants of options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards, and other stock or cash-based awards. In connection with the adoption of the 2022 Plan, shares previously available for issuance under the 2016 Plan became available for issuance under the 2022 Plan. The number of shares authorized under the 2022 Plan will be increased each January 1^st, beginning January 1, 2023 and ending on (and including) January 1, 2032, by an amount equal to the lesser of (a) 5% of our outstanding Class A Common Stock and Class B Common Stock outstanding on December 31^st of the immediately preceding calendar year (rounded up to the nearest whole share) and (b) a number of shares determined by the committee. Shares subject to awards (including under the 2016 Plan and the 2014 Plan) that lapse, expire, terminate, or are canceled prior to the issuance of the underlying shares or that are subsequently forfeited to or otherwise reacquired by us will be added back to the shares of common stock available for issuance under the 2022 Plan.

The Board of Directors may grant stock options under the 2022 Plan at a price of not less than 100% of the fair market value of the Company’s common stock on the date the option is granted. The option exercise price generally may not be less than the underlying stock’s fair market value at the date of grant and generally have a term of ten years. Incentive stock options granted to employees who, on the date of grant, own stock representing more than 10% of the voting power of all of the Company’s classes of stock, are granted at an exercise price of not less than 110% of the fair market value of the Company’s common stock. The maximum term of incentive stock options granted to employees who, on the date of grant, own stock having more than 10% of the voting power of all the Company’s classes of stock, may not exceed five years. The Board of Directors also determines the terms and conditions of awards, including the vesting schedule and any forfeiture provisions. Options granted under the 2022 Plan may vest upon the passage of time, generally four years, or upon the attainment of certain performance criteria established by the Board of Directors. The Company may from time-to-time grant options to purchase common stock to nonemployees for advisory and consulting services. At each measurement date, the Company will remeasure the fair value of these stock options using the Black-Scholes option pricing model and recognize the expense ratably over the vesting period of each stock option award. Stock options comprise all of the awards granted since the Plan’s inception.

Stock option activity under all of the Company’s equity incentive plans as of December 31, 2023 is as follows:


					Weighted
			Weighted		Average
	Shares	Number of	Average		Remaining	Aggregate
	Available for	Shares	Exercise		Contractual	Intrinsic
	Grant	Outstanding	Price		Life (Years)’	Value (000’s)
Outstanding as of January 1, 2022	216,003	8,799,415	$	3.07	8.12	$	60,924
2022 Equity incentive plan	5,000,000
Granted	(2,272,299)	2,272,299		3.26
Exercised	—	(395,235)		1.39
Forfeited	582,898	(582,898)		4.31
Expired	11,666	(11,666)		2.34
Outstanding as of December 31, 2022	3,538,268	10,081,915	$	3.11	7.61	$	4,099
2022 Equity incentive plan increase	1,917,456
Granted	(2,190,299)	2,190,299		1.01
Exercised	—	(451,020)		0.58
Forfeited	1,751,800	(1,751,800)		3.42
Expired	—	—
2022 Equity incentive plan decrease	(4,917,862)
Outstanding as of December 31, 2023	99,363	10,069,394	$	2.72	7.14	$	141

Vested and exercisable as of December 31, 2023		6,717,063	$	2.34	6.4	$	134

The aggregate intrinsic value in the table above represents the total intrinsic value based on the Company’s closing stock price of $0.60 as of December 31, 2023, which would have been received by the option holders had all option holders exercised their options as of that date. The total intrinsic value of options exercised during the years ended December 31, 2023 and 2022 was $0.2 million and $1.2 million, respectively. The fair value of stock options that vested during the years ended December 31, 2023 and 2022 was $3.4 million and $3.1 million, respectively.

As of December 31, 2023, the Company had unamortized stock-based compensation expense of $12.5 million that will be recognized over the average remaining vesting term of options of 1.82 years.

The determination of the fair value of options granted during the years ended December 31, 2023 and 2022 is computed using the Black-Scholes option pricing model with the following weighted-average assumptions:


	Year Ended December 31,
	2023		2022
Risk-free interest rate	4.00	%	7.33	%
Expected dividend yield	—	%	—	%
Expected volatility	54.39	%	54.60	%
Expected term (in years)	5.76		5.97

The weighted average grant date fair value of options granted during the years ended December 31, 2023 and 2022 was $0.55 and $1.76 per share, respectively.

Option pricing models require the input of various subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The expected stock price volatility is based on the analysis of volatilities of the Company’s selected public peer group over a period commensurate with the expected term of the options. The expected term of the employee stock options represents the weighted-average period the stock options are expected to remain outstanding and is based on the contractual terms, the vesting period and the expected remaining term of the outstanding options. The risk-free interest rate is based on the U.S. Treasury interest rates whose term in consistent with the expected life of the stock options. No dividend yield is included as the Company has not issued any dividends and do not anticipate issuing any dividends in the future.

A summary of stock-based compensation expense recognized in the Company’s statements of operations is as follows:


	Year ended December 31,
	2023		2022
Cost of revenue, net	$	358	$	348
Research and development		397		1,058
Sales and marketing		221		235
General and Administrative		1,750		1,898
Total	$	2,726	$	3,539

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
U.S. Federal statutory income tax rate (as percent)	21.00%	21.00%
Increase in valuation allowance for deferred tax assets	$ 7,300	$ 8,700
U.S. federal net operating loss carryforwards	128,000
U.S. federal net operating loss carryforwards, begin to expire in 2033	23,300
U.S. federal net operating loss carryforwards, carried over indefinitely	104,700
Federal research and development tax credits, begin to expire in 2033	1,700
State net operating loss carryforwards, begin to expire in 2024	102,500
State research and development tax credits	1,500
Unrecognized tax benefits	544	$ 430	$ 313
Unrecognized tax benefits would impact the effective tax rate	$ 0

Income Taxes - Components of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carryforwards	$ 34,157	$ 28,218
Research and development credit carryforwards	2,599	2,006
Accruals and other	717	798
Lease liability	388	650
Property, equipment and software	93	165
Amortization	198	189
Capitalized research and experimental expenses	2,218	1,191
Other	11	11
Total deferred tax assets	40,381	33,228
Valuation allowance	(39,989)	(32,702)
Deferred tax assets recognized	392	526
Deferred tax liabilities:
Right of use asset	(392)	(526)
Total deferred tax liabilities	$ (392)	$ (526)

Goodwill and Intangible Assets, net - Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Intangible Assets
Gross carrying amount	$ 2,170	$ 2,170
Accumulated amortization	(613)	(114)
Carrying amount, net	$ 1,557	$ 2,056
Developed technology
Intangible Assets
Amortization Period (years)	5 years	5 years
Gross carrying amount	$ 990	$ 990
Accumulated amortization	(239)	(41)
Carrying amount, net	$ 751	$ 949
Customer relationships
Intangible Assets
Amortization Period (years)	8 years	8 years
Gross carrying amount	$ 950	$ 950
Accumulated amortization	(144)	(25)
Carrying amount, net	$ 806	$ 925
Trademark
Intangible Assets
Amortization Period (years)	1 year	1 year
Gross carrying amount	$ 230	$ 230
Accumulated amortization	$ (230)	(48)
Carrying amount, net		$ 182

The Company and Summary of Significant Accounting Policies - Components of ASRs, net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
The Company and Summary of Significant Accounting Policies
Raw materials	$ 3,841	$ 2,732
ASRs in progress	1,575	773
Finished ASRs	12,130	10,198
ASRs, gross	17,546	13,703
Accumulated depreciation on Finished ASRs	(8,701)	(7,853)
ASRs, net	$ 8,845	$ 5,850

Business Acquisition

12 Months Ended

Dec. 31, 2023

Business Acquisition

Business Acquisition

NOTE 3: Business Acquisition

On October 14, 2022, the Company finalized an asset acquisition (“APA”) with CASE Emergency Systems, a privately held California corporation (“CASE”), pursuant to which the Company purchased and assumed from CASE substantially all the assets and certain specified liabilities of CASE’s emergency call box and communications business to complement and strengthen the Company’s growing autonomous security robot business with a comprehensive product portfolio and a broadened geographic footprint.

The purchase price was $6.72 million, which included an unsecured, non-negotiable promissory note (see Note 5) in the amount of $0.56 million. The cash purchase price of $6.16 million was reduced by a working capital adjustment of $67 and was subject to an indemnification holdback of $0.67 million. On February 8, 2023, the Company and CASE finalized the working capital adjustment reflected as a reduction of the indemnification holdback amount to $0.23 million, reflected in the purchase price. The indemnification holdback was not needed to satisfy indemnification claims and was released to CASE on October 14, 2023.

The following table represents the unaudited pro-forma operating results of the Company as if the CASE acquisition had been completed on January 1, 2021 (amounts in thousands). The unaudited pro-forma information makes certain adjustments to remove transaction costs and related expenses, amortize acquired intangible assets and align the Company’s debt financing with that as of the acquisition date. The unaudited pro-forma information should not be considered indicative of the results that would have occurred if the acquisition had been completed on January 1, 2022, nor is such unaudited pro-forma information necessarily indicative of future results.


	December 31,
	2022 (unaudited)
Revenue	$	12,990
Net loss		(26,185)

The Company and Summary of Significant Accounting Policies - Components of the Finished ASRs (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
The Company and Summary of Significant Accounting Policies
ASRs on lease or available for lease	$ 10,804	$ 9,002
Demonstration ASRs	607	622
Research and development ASRs	194	194
Charge boxes	525	380
Finished ASRs, gross	12,130	10,198
Less: accumulated depreciation	(8,701)	(7,853)
Finished ASRs, net	$ 3,429	$ 2,345

Commitments and contingencies - Sales Tax Contingencies (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Commitments and contingencies
Sales tax liability	$ 364	$ 419

The Company and Summary of Significant Accounting Policies - Accrued Warranty (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Movement in accrued warranty
Balance January 1,	$ 145
Provision for warranties issued during the year	675	$ 288
Warranty services provided	(414)	(143)
Balance December 31,	$ 406	$ 145

The Company and Summary of Significant Accounting Policies - Property, equipment, and software, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, equipment, and software, net
Property and equipment, gross	$ 1,557	$ 1,100
Accumulated depreciation and amortization	(700)	(486)
Property, equipment and software, net	857	614
Depreciation and amortization	2,364	1,710
Sales and marketing	$ 5,179	8,500
Minimum
Property, equipment, and software, net
Useful lives of computer equipment, software and furniture, fixtures and equipment	3 years
Maximum
Property, equipment, and software, net
Useful lives of computer equipment, software and furniture, fixtures and equipment	5 years
Research and development expense
Property, equipment, and software, net
Depreciation and amortization	$ 27	47
Cost of revenue, net
Property, equipment, and software, net
Depreciation and amortization	173	29
Sales and marketing expense
Property, equipment, and software, net
Sales and marketing	8	0
Computer equipment
Property, equipment, and software, net
Property and equipment, gross	258	258
Software
Property, equipment, and software, net
Property and equipment, gross	8	8
Furniture, fixtures and equipment
Property, equipment, and software, net
Property and equipment, gross	1,245	788
Leasehold improvements
Property, equipment, and software, net
Property and equipment, gross	$ 46	$ 46

Fair Value Measurement

12 Months Ended

Dec. 31, 2023

Fair Value Measurement

Fair Value Measurement

NOTE 2: Fair Value Measurement

The Company determines the fair market values of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following are three levels of inputs that may be used to measure fair value:

●

Level 1 – Quoted prices in active markets for identical assets or liabilities. The Company considers a market to be active when transactions for the asset occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

●

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

●

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The valuation of Level 3 investments requires the use of significant management judgments or estimation.

In certain cases where there is limited activity or less transparency around inputs to valuation, securities are classified as Level 3. Level 3 liabilities that are measured at fair value on a recurring basis consist of the convertible preferred stock warrant liability. The inputs used in estimating the fair value of the warrant liability are described in Note 6 - Capital Stock and Warrants.

The following tables summarize, for each category of assets or liabilities carried at fair value, the respective fair value as of December 31, 2023 and 2022 and the classification by level of input within the fair value hierarchy:


	Total		Level 1		Level 2		Level 3
December 31, 2023
Assets
Cash equivalents:
Money market funds	$	1,104	$	1,104	$	—	$	—
Liabilities
Derivative liability – Class A Common Stock warrants	$	271	$	—	$	—	$	271
Warrant liability – Series m-3 Preferred Stock	$	284	$	—	$	—	$	284
Warrant liability – Series s Preferred Stock	$	5,692	$	—	$	—	$	5,692


	Total		Level 1		Level 2		Level 3
December 31, 2022
Assets
Cash equivalents:
Money market funds	$	3,025	$	3,025	$	—	$	—
Liabilities
Warrant liability – Series m-3 Preferred Stock	$	1,282	$	—	$	—	$	1,282
Warrant liability – Series s Preferred Stock	$	8,729	$	—	$	—	$	8,729
Derivative liability – Class A Common Stock warrants	$	1,146	$	—	$	—	$	1,146
2022 Convertible Notes	$	8,152	$	—	$	—	$	8,152

During the years ended December 31, 2023 and 2022, there were no transfers between Level 1, Level 2, or Level 3 assets or liabilities reported at fair value on a recurring basis and the valuation techniques used did not change compared to the Company’s established practice.

The following table sets forth a summary of the changes in the fair value of Company’s Level 3 warrant and derivative liability during the years ended December 31, 2023 and 2022, which were measured at fair value on a recurring basis:


	Warrant and Derivative Liability
Balance as of January 1, 2022	$	30,566
Initial fair value of Class A Common Stock warrants		1,818
Exercise of warrants		(370)
Revaluation of Class A Common Stock, Series B, m-3 and s Preferred Stock warrants		(20,857)
Balance as of December 31, 2022		11,157
Warrant cancellations		(308)
Revaluation of Common Stock warrants		(875)
Revaluation of Series s and Series m-3 Preferred Stock warrants		(3,727)
Balance as of December 31, 2023	$	6,247

The following table sets forth a summary of the changes in the fair value of the Company’s level 3 convertible note during the year ended December 31, 2023, which were measured at fair value on a recurring basis:


Balance January 1, 2023	$	8,152
Accretion of interest		440
Note conversion		(8,592)
Balance as of December 31, 2023	$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Total revenue, net	$ 12,797	$ 5,631
Total cost of revenue, net	14,821	8,950
Gross loss	(2,024)	(3,319)
Operating expenses:
Research and development	6,351	8,449
Sales and marketing	5,179	8,500
General and administrative	12,585	11,700
Restructuring Charges	149
Total operating expenses	24,264	28,649
Loss from operations	(26,288)	(31,968)
Other income:
Interest expense, net	(551)	(9,235)
Change in fair value of warrant and derivative liability	4,910	20,857
Change in fair value of convertible note		(4,650)
Other expense, net	(189)	(647)
Total other income	4,170	6,325
Loss before income tax expense	(22,118)	(25,643)
Net loss	$ (22,118)	$ (25,643)
Basic net loss per share of Class A and Class B Common Stock	$ (0.34)	$ (0.72)
Diluted net loss per share of Class A and Class B Common Stock	$ (0.34)	$ (0.72)
Weighted average shares used to compute basic net income (loss) per share	65,933,820	35,551,120
Weighted average shares used to compute diluted net income (loss) per share	65,933,820	35,551,120
Service
Total revenue, net	$ 7,169	$ 5,162
Total cost of revenue, net	9,874	8,804
Product
Total revenue, net	5,628	469
Total cost of revenue, net	$ 4,947	$ 146

The Company and Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) client	Dec. 31, 2022 USD ($) client
Concentration Risk [Line Items]
Cash and cash equivalent balances exceeding FDIC insured limits \| $	$ 2.1	$ 4.6
Accounts receivable
Concentration Risk [Line Items]
Allowance for credit losses \| $		$ 0.2
Accounts receivable \| Client one
Concentration Risk [Line Items]
Number of Clients whose accounts receivable balances including unbilled amounts, each totaled 10% or more of total accounts receivable \| client	1
Accounts receivable \| Client one \| Credit concentration risk
Concentration Risk [Line Items]
Concentration risk, percentage	34.00%	13.00%
Accounts receivable \| Client one \| Customer concentration risk
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%
Accounts receivable \| Client two \| Credit concentration risk
Concentration Risk [Line Items]
Concentration risk, percentage		12.00%
Accounts receivable \| Client three \| Credit concentration risk
Concentration Risk [Line Items]
Concentration risk, percentage		12.00%
Revenue \| Client two individually accounted
Concentration Risk [Line Items]
Number of Clients who individually accounted for 10% or more of total Client revenue \| client	2	0

Debt Obligations (Tables)

12 Months Ended

Dec. 31, 2023

Debt Obligations

Schedule of amortized carrying amount of the Company's debt obligations


	December 31,
	2023		2022
Bonds, net of unamortized issuance costs of $194	$	1,242	$	—
Convertible notes, net of fees and discount		—		8,152
Promissory notes		—		546
Total debt		1,242		8,698
Less: current portion of debt obligations		—		2,144
Non-current portion of debt obligations	$	1,242	$	6,554

Commitments and contingencies - Additional information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Commitments and contingencies:
Weighted average remaining lease term	1 year 10 months 24 days
Weighted average discount rate	11.58%
Rent expense	$ 1.0	$ 0.9
Minimum
Commitments and contingencies:
Weighted average discount rate	5.25%
Maximum
Commitments and contingencies:
Weighted average discount rate	16.00%

The Company and Summary of Significant Accounting Policies - Leases (Details)	Dec. 31, 2023
The Company and Summary of Significant Accounting Policies
Weighted average remaining lease term	1 year 10 months 24 days
Incremental borrowing rate	12.00%
Minimum
The Company and Summary of Significant Accounting Policies
Incremental borrowing rate	5.25%
Maximum
The Company and Summary of Significant Accounting Policies
Incremental borrowing rate	16.00%

Capital Stock and Warrants

12 Months Ended

Dec. 31, 2023

Capital Stock and Warrants

Capital Stock and Warrants

NOTE 6: Capital Stock and Warrants

In May 2019, the Company amended and restated its Certificate of Incorporation. As of December 31, 2023, the Company was authorized to issue three classes of $0.001 par value stock consisting of Class A Common Stock (“Class A Common Stock”), Class B Common Stock (“Class B Common Stock”) and Preferred Stock totaling 187,405,324 shares. The total number of shares the Company has the authority to issue under each class consists of common stock designated as 114,000,000 shares of Class A Common Stock and 30,000,000 shares of Class B Common Stock, 43,405,324 shares of $0.001 par value Preferred Stock, with Preferred Stock designated as 8,936,015 shares of Series A Preferred Stock (“Series A Preferred Stock”), 4,707,501 shares of Series B Preferred Stock (“Series B Preferred Stock”), 6,666,666 shares of Series m Preferred Stock (“Series m Preferred Stock”), 333,334 shares of Series m-1 Preferred Stock (“Series m-1 Preferred Stock”), 1,660,756 shares of Series m-2 Preferred Stock (“Series m-2 Preferred Stock”), 3,490,658 shares of Series m-3 Preferred Stock (“Series m-3 Preferred Stock”), 13,108,333 shares of Series S Preferred Stock (“Series S Preferred Stock”) and 4,502,061 shares of Series m-4 Preferred Stock (“Series m-4 Preferred Stock”).

Preferred Stock

Other than a change of control or in a liquidation, dissolution or winding up of the Company whether voluntary or involuntary or upon the occurrence of a deemed liquidation event, the Preferred Stock is non-redeemable. As a result of the liquidation preference, the Preferred Stock was not classified as part of stockholders’ deficit in the accompanying balance sheets in accordance with ASC 480-10-S99, SEC Materials. The Company has excluded all series of Preferred Stock from being presented within stockholders’ deficit in the accompanying balance sheets due to the nature of the liquidation preferences.

Effective December 23, 2016, the Company was qualified by the SEC to offer up to 6,666,666 shares of Series m Preferred Stock to accredited and non-accredited investors in an offering pursuant to Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). The offering commenced in January 2017 for up to $20 million of the Company’s Series m Preferred Stock pursuant to Regulation A at a price of $3.00 per share and closed at the end of 2017. The Company received net proceeds of approximately $18.2 million from the sale of its Series m Preferred Stock through the Regulation A offering as well as from private placement transactions through December 31, 2017. The Company entered into Series m-3 Preferred Stock Purchase Agreements with certain purchasers pursuant to which the Company issued and sold directly to the purchasers an aggregate of 1,038,571 and 410,972 shares of the Company’s Series m-3 Preferred Stock in December 2017 and year ended 2018, respectively, par value $0.001 per share, at a price of $3.50 per share. The Company received net proceeds of approximately $3.6 million and $1.4 million in December 2017 and the year ended 2018, respectively.

In January and February 2018, the Company converted 1,327,423 shares of Series m Preferred Stock into shares of Series m-2 Preferred Stock at a 1:1 conversion ratio. In January 2018, the Company issued 333,333 shares of Series m-2 Preferred Stock, par value $0.001 per share, at a price of $3.00 per share.

On July 11, 2018, the Company commenced an offering of up to $50 million of its Series S Preferred Stock pursuant to Regulation D and Regulation S to raise additional capital for operations (the “Regulation D Offering”). The Company is offering to sell up to 6,250,000 shares of Series S Preferred Stock, which are convertible into shares of Class A Common Stock, at a price of $8.00 per share. As of December 31, 2019, the Company has raised approximately $3.8 million through the Regulation D Offering, of which $1 million was received during year ended December 31, 2019. Issuance costs related to Regulation D Offering were $3 million as of December 31, 2019.

On May 21, 2019, the Company filed an offering statement in connection with a proposed offering of up to $50 million of its Series S Preferred Stock pursuant to Regulation A of the Securities Act, to raise additional capital for operations (the “2019 Regulation A Offering”). The offering statement was qualified by the Securities and Exchange Commission on July 22, 2019 and the Company commenced the 2019 Regulation A Offering shortly thereafter. Consistent with prior financings by the Company, the 2019 Regulation A Offering was conducted as a continuous offering pursuant to Rule 251(d)(3) of Regulation A, meaning that while the offering of securities is continuous, active sales of securities may happen sporadically over the term of the offering. For clarity, the 2019 Regulation A Offering was conducted simultaneously with the Regulation D Offering for aggregate proceeds of $50 million. As of December 31, 2021, the Company has raised $44.6 million from the 2019 Regulation A Offering, offset by $4.6 million issuance costs.

In June 2019, the Company issued to investors in the Convertible Note Financing, 1,432,786 shares of its Series m-4 Preferred Stock in exchange for 1,432,786 shares of its shares of Series m-3 Preferred Stock. The Series m-4 Preferred Stock has a senior liquidation preference to all other Preferred Stock and Common Stock of the Company, has an accruing payment in kind dividend of 12%, in the form of m-4 Preferred shares, and has certain other preferential rights, including voting rights. Due to higher seniority and different terms of Series m-4 Preferred Stock compared to Series m-3 Preferred Stock, this exchange resulted in an increase in fair value of Series m-4 Preferred Stock exchanged from Series m-3 Preferred Stock of $0.9 million that was recorded as interest expense on the exchange date.

On June 15, 2020, the Company filed an offering statement in connection with a proposed offering of up to $25 million of its Series S Preferred Stock pursuant to Regulation A of the Securities Act, to raise additional capital for operations (the “2020 Regulation A Offering”). The offering statement was qualified by the Commission on October 21, 2020 and the Company commenced the 2020 Regulation A Offering shortly thereafter. Consistent with prior financings by the Company, the 2020 Regulation A Offering was conducted as a continuous offering pursuant to Rule 251(d)(3) of Regulation A, meaning that while the offering of securities is continuous, active sales of securities may happen sporadically over the term of the offering. For clarity, the 2020 Regulation A Offering was conducted simultaneously with the Regulation D Offering for aggregate proceeds of $50 million. As of December 31, 2020, the Company had raised approximately $2.5 million from the 2020 Regulation A Offering. The 2020 Regulation A Offering terminated on April 21, 2021.

All classes of preferred stock have a par value of $0.001 per share.

The following tables summarize convertible preferred stock authorized and issued and outstanding as of December 31, 2023:


			Proceeds Net		Aggregate
		Shares	of Issuance		Liquidation
	Shares	Issued and	Costs		Preference
	Authorized	Outstanding	(in thousands)		(in thousands)
Series A Preferred Stock	8,936,015	1,413,381	$	614	$	1,267
Series B Preferred Stock	4,707,501	3,498,859		7,098		7,138
Series m Preferred Stock	6,666,666	1,779,653		4,621		5,339
Series m-1 Preferred Stock	333,334	—		—		—
Series m-2 Preferred Stock	1,660,756	160,000		480		480
Series m-3 Preferred Stock	3,490,658	—		—		—
Series m-4 Preferred Stock	4,502,061	—		—		—
Series S Preferred Stock	13,108,333	2,642,190		21,390		21,137
	43,405,324	9,499,083	$	34,203	$	35,361

Conversion Rights

Each share of Series A Preferred Stock, Series B Preferred Stock and Series m-2 Preferred Stock (collectively known as “Super Voting Preferred Stock”) is convertible at the option of the holder at any time after the date of issuance of those shares into fully paid non-assessable shares of Class B Common Stock at the then-applicable conversion rate. Each share of Series m, Series m-1, Series m-3, Series m-4 and Series S Preferred Stock (collectively known as “Ordinary Preferred Stock”) is convertible at the option of the holder at any time after the date of issuance of such shares into fully paid non-assessable shares of Class A Common Stock at the then-applicable conversion rate. Both Super Voting Preferred Stock and Ordinary Preferred Stock will be automatically converted into fully paid non-assessable shares of Class A Common Stock (i) immediately prior to an IPO, or (ii) upon receipt by the Company of a written request for such conversion from the holders of a majority of the preferred stock then outstanding and voting as a single class on an as-converted basis other than the Series m-4 Preferred Stock then outstanding, or (iii) with respect to the Series m-4 Preferred Stock, upon the receipt by the Company of a written request for such conversion from the holders of a majority of the Series m-4 Preferred Stock then outstanding. The stock will convert in the same manner as a voluntary conversion.

Voting Rights

Super Voting Preferred stockholders vote on an as converted to Class B Common Stock basis and Class B Common Stock are entitled to ten votes for each share of Class B Common Stock held. Ordinary Preferred stockholders are entitled to one vote for each share of Class A Common Stock held. Class A and Class B Common stockholders vote together as one class on all matters. The holders of the preferred stock, the Class A Common Stock and Class B Common Stock vote together and not as separate classes.

Holders of Preferred Stock are entitled to vote on all matters submitted to a vote of the stockholders, including the election of directors, as a single class with the holders of common stock.

William Santana Li, the Chief Executive Officer and sole director of the Company, holds the Voting Proxy to vote substantially all of the shares of the Company’s Series m-4 Preferred Stock, and the stock issued upon the conversion of warrants to purchase all of the shares of the Company’s Series m-3 Preferred Stock and upon the conversion of warrants to purchase shares of the Company’s Series S Preferred Stock, and the stock issuable upon conversion of the convertible promissory notes issued as part of the Convertible Note Financing, in each case to the extent that such shares are held by participants in the Convertible Note Financing.

Dividends Rights

In any calendar year, the holders of outstanding shares of Preferred Stock are entitled to receive dividends, when, as and if declared by the Board of Directors, out of any assets at the time legally available therefor, at the dividend rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Common Stock of the Company in such calendar year. Except the PIK dividends described below, the right to receive dividends on shares of Preferred Stock is not cumulative, and no right to dividends shall accrue to holders of Preferred Stock by reason of the fact that dividends on said shares are not declared or paid.

Holders of Series m-4 Preferred Stock are entitled to receive cumulative dividends payable semi-annually in arrears with respect to each dividend period ending on and including the last calendar day of each six-month period ending March 31 and September 30, respectively at an annual rate of $0.42 per share in the form of Series m-4 Preferred Stock (“PIK Dividends).

The Company has no obligation to pay any dividends other than the PIK Dividends to the holders of Series m-4 Preferred Stock, except when, as and if declared by the Board of Directors out of any assets at the time legally available therefor or as otherwise specifically provided in its amended and restated certificate of incorporation. No distribution will be made with respect to the other series of Preferred Stock or Common Stock until all declared or accrued but unpaid dividends on the Series m-4 Preferred Stock have been paid or set aside for payment to the Series m-4 Preferred Stockholders.

No distributions shall be made with respect to the Series B Preferred Stock, the Series m Preferred Stock, the Series m-1 Preferred Stock, the Series m-2 Preferred Stock, Series A Preferred Stock or Series m-3 Preferred Stock unless dividends on the Series S Preferred Stock have been declared in accordance with the preferences stated in the amended and restated certificate of incorporation and all declared dividends on the Series S Preferred Stock have been paid or set aside for payment to the Series S Preferred Stockholders.

No distributions shall be made with respect to the Series A Preferred Stock or Series m-3 Preferred Stock unless dividends on the Series B Preferred Stock, the Series m Preferred Stock, the Series m-1 Preferred Stock and the Series m-2 Preferred Stock have been declared in accordance with the preferences stated in the amended and restated certificate of incorporation and all declared dividends on the Series B Preferred Stock, the Series m Preferred Stock, the Series m-1 Preferred Stock and the Series m-2 Preferred Stock have been paid or set aside for payment to the Series B Preferred Stockholders, the Series m Preferred Stockholders, the Series m-1 Preferred Stockholders and the Series m-2 Preferred Stockholders, as applicable.

No distributions shall be made with respect to the Series m-3 Preferred Stock unless dividends on the Series A Preferred Stock have been declared in accordance with the preferences stated in the amended and restated certificate of incorporation and all declared dividends on the Series A Preferred Stock have been paid or set aside for payment to the Series A Preferred Stockholders.

No distributions shall be made with respect to the Common Stock unless dividends on the Series m-3 Preferred Stock have been declared in accordance with the preferences stated in the amended and restated certificate of incorporation and all declared dividends on the Series m-3 Preferred Stock have been paid or set aside for payment to the Series m-3 Preferred Stockholders.

The Company has never declared or paid cash dividends on any of its capital stock and currently does not anticipate paying any cash dividends after this offering or in the foreseeable future.

Right to receive Liquidation Distributions

In the event of any Liquidation Event, as defined in the Company’s amended and restated certificate of incorporation (which includes the liquidation, dissolution, merger, acquisition or winding up of the Company), the holders of the Series m-4 Preferred Stock are entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of the other series of Preferred Stock or Common Stock by reason of their ownership of such stock, an amount per share for each share of Series m-4 Preferred Stock held by them equal to the greater of (A): the sum of (i) the Liquidation Preference specified for such share of Series m-4 Preferred Stock, and (ii) all accrued but unpaid PIK Dividends (if any) on such share of Series m-4 Preferred Stock, whether or not declared, or (B) the consideration that such Holder would receive in the Liquidation Event if all shares of Series m-4 Preferred Stock were converted to Class A Common Stock immediately prior to such Liquidation Event, or (C) such lesser amount as may be approved by the holders of the majority of the outstanding shares of Series m-4 Preferred Stock, where for purposes of (B) such Holder is deemed to hold, in addition to each of its shares of Series m-4 Preferred Stock, any additional shares of Series m-4 Preferred Stock that constitute all accrued but unpaid PIK Dividends, whether or not declared. If upon the Liquidation Event, the assets of the Company legally available for distribution to the holders of the Series m-4 Preferred Stock are insufficient to permit the payment to such holders of the full amounts specified in our amended and restated certificate of incorporation, then the entire assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Series m-4 Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive. The Series m-4 Preferred Stock has a $7.00 per share liquidation preference, which is 2x its original issue price.

The holders of the Series S Preferred Stock are entitled to receive, after distributions to Series m-4 Preferred stockholders and prior and in preference to any distribution of any of the assets of the Company to the holders of the Series A Preferred Stock, Series B Preferred Stock, Series m Preferred Stock, Series m-1 Preferred Stock, Series m-2 Preferred Stock, Series m-3 Preferred Stock or Common Stock by reason of their ownership of such stock, an amount per share for each share of Series S Preferred Stock held by them equal to the greater of (A): the sum of (i) $8.00 per share of Series S Preferred Stock, and (ii) all declared but unpaid dividends (if any) on such share of Series S Preferred Stock, or (B) the amount such Holder would receive if all shares of Series S Preferred Stock were converted to Common Stock immediately prior to such Liquidation Event, or (C) such lesser amount as may be approved by the holders of the majority of the outstanding shares of Series S Preferred Stock. If upon the Liquidation Event, the assets of the Company legally available for distribution to the holders of the Series S Preferred Stock are insufficient to permit the payment to such holders of the full amounts specified in our amended and restated certificate of incorporation, then the entire assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Series S Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive.

The holders of the Series B Preferred Stock, the Series m Preferred Stock, the Series m-1 Preferred Stock and the Series m-2 Preferred Stock shall be entitled to receive, after distributions to Series m-4 and Series S Preferred stockholders and prior and in preference to any distribution of any of the assets of the Company to the holders of the Series A Preferred Stock, Series m-3 Preferred Stock or Common Stock by reason of their ownership of such stock, an amount per share for each share of Series B Preferred Stock, the Series m Preferred Stock, the Series m-1 Preferred Stock and the Series m-2 Preferred Stock held by them equal to the greater of (A): the sum of (i) $2.0401 per share of Series B Preferred Stock, $3.00 per share of Series m Preferred Stock, $3.00 per share of Series m-1 Preferred Stock or $3.00 per share of Series m-2 Preferred Stock, as applicable, and (ii) all declared but unpaid dividends (if any) on such share of Series B Preferred Stock, Series m Preferred Stock, Series m-1 Preferred Stock or Series m-2 Preferred Stock, as applicable, or (B) the amount such Holder would receive if all shares of the applicable series of Preferred Stock were converted to Common Stock immediately prior to such Liquidation Event, or (C) such lesser amount as may be approved by the holders of the majority of the outstanding shares of Series B Preferred Stock, Series m Preferred Stock, Series m-1 Preferred Stock and Series m-2 Preferred Stock, voting together as a single class. If upon the Liquidation Event, the assets of the Company legally available for distribution to the holders of the Series B Preferred Stock, the Series m Preferred Stock, the Series m-1 Preferred Stock and the Series m-2 Preferred Stock are insufficient to permit the payment to such holders of the full amounts specified in our amended and restated certificate of incorporation, then the entire assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Series B Preferred Stock, the Series m Preferred Stock, the Series m-1 Preferred Stock and the Series m-2 Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive.

The holders of Series A Preferred Stock are entitled to receive, after distributions to Series m-4, Series S, Series B, Series m, Series m-1 and Series m-2 Preferred Stock and prior and in preference to any distribution of any of the assets of the Company to the holders of Common Stock or Series m-3 Preferred Stock by reason of their ownership of such stock, an amount per share for each share of Series A Preferred Stock held by them equal to the greater of: (A) the sum of (i) $0.8932 per share of Series A Preferred Stock and (ii) all declared but unpaid dividends (if any) on such share of Series A Preferred Stock, or (B) the amount such Holder would receive if all shares of Series A Preferred Stock were converted to Common Stock immediately prior to such Liquidation Event, or (C) such lesser amount as may be approved by the holders of the majority of the outstanding shares of Series A Preferred Stock. If upon a Liquidation Event, the assets of the Company legally available for distribution to the holders of the Series A Preferred Stock are insufficient to permit the payment to such holders of the full amounts specified in our amended and restated certificate of incorporation, then the entire assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Series A Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive.

The holders of Series m-3 Preferred Stock are entitled to receive, after distributions to Series m-4, Series S, Series B, Series m, Series m-1 and Series m-2, and Series A Preferred Stock and prior and in preference to any distribution of any of the assets of the Company to the holders of Common Stock by reason of their ownership of such stock, an amount per share for each share of Series m-3 Preferred Stock held by them equal to the greater of (A): the sum of (i) the $3.50 per share of Series m-3 Preferred Stock and (ii) all declared but unpaid dividends (if any) on such share of Series m-3 Preferred Stock, or (B) the amount such Holder would receive if all shares of Series m-3 Preferred Stock were converted to Common Stock immediately prior to such Liquidation Event, or (C) such lesser amount as may be approved by the holders of the majority of the outstanding shares of Series m-3 Preferred Stock. If upon a Liquidation Event, the assets of the Company legally available for distribution to the holders of the Series m-3 Preferred Stock are insufficient to permit the payment to such holders of the full amounts specified in our amended and restated certificate of incorporation, then the entire assets of the Corporation legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Series m-3 Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive.

After payment of all liquidation preferences to the holders of the Preferred Stock, as outlined below, all remaining assets of the Company legally available for distribution shall be distributed pro rata to the holders of the common stock, without any participation in such liquidation by the Preferred Stock. Our amended and restated certificate of incorporation explicitly requires that before any shares of Preferred Stock are converted into common stock, the relevant holder’s right to liquidation preference be surrendered, in order to prevent treatment of shares as both Preferred Stock and common stock for the purpose of distributions of assets upon a Liquidation Event.

Common Stock

Each share of Class B Common Stock is convertible into one fully paid and non-assessable share of Class A Common Stock at the option of the holder at any time. Each share of Class B Common Stock will automatically convert into one fully paid and non-assessable share of Class A Common Stock upon the sale, assignment, transfer or disposition of the share or any interest in the share.

Standstill Agreements

On August 14, 2023, the Company entered into a Standstill Agreement (the “August Standstill Agreement”) with a holder of 7,000,000 shares of Class B Common Stock. Under the terms of the August Standstill Agreement the holder agreed not to exercise his right to convert his Class B Common Stock to Class A Common Stock until after 2024 Annual Meeting of Stockholders of the Company.

On November 27, 2023, the Company entered into a Standstill Agreement (the “November Standstill Agreement”) with a holder of 2,000,000 shares of Class B Common Stock. Under the terms of the November Standstill Agreement the holder agreed not to exercise his right to convert his Class B Common Stock to Class A Common Stock until the 2024 Annual Meeting of Stockholders of the Company.

On December 26, 2023, the Company entered into a Standstill Agreement (the “First December Standstill Agreement”) with a holder of a warrant to purchase up to 346,000 shares of Series m-3 Preferred Stock. Under the terms of the First December Standstill Agreement the warrant holder agreed not to convert any of the shares of Series m-3 Preferred Stock issuable under the warrants upon exercise thereof into Class A Common Stock, until the 2024 Annual Meeting of Stockholders of the Company. The First December Standstill Agreement provides that in the event that the stockholders of the Company do not approve at the 2024 annual meeting of stockholders an amendment to the Company’s certificate of incorporation that increases the available authorized shares of Class A Common Stock, then the conversion standstill period shall be extended until such time as the stockholders duly approve an amendment to the Company’s certificate of incorporation that increases the available authorized shares of Class A Common Stock. On February 23, 2024, the Company

filed a definitive proxy statement with the SEC in connection with a special meeting of stockholders to be held on April 5, 2024 to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our Class A Common Stock from 114,000,000 to 228,000,000.

On December 27, 2023, the Company entered into a Standstill Agreement (the “Second December Standstill Agreement”) with a holder of a warrant to purchase up to 835,787 shares of Series m-3 Preferred Stock. Under the terms of the Second December Standstill Agreement the warrant holder agreed not to convert any of the shares of Series m-3 Preferred Stock issuable under the warrants upon exercise thereof into Class A Common Stock, until the 2024 Annual Meeting of Stockholders of the Company. The Second December Standstill Agreement provides that in the event that the stockholders of the Company do not approve at the 2024 meeting of stockholders an amendment to the Company’s certificate of incorporation that increases the available authorized shares of Class A Common Stock, then the conversion standstill period shall be extended until such time as the stockholders duly approve an amendment to the Company’s certificate of incorporation that increases the available authorized shares of Class A Common Stock.

On December 27, 2023, the Company entered into a Standstill Agreement (the “Third December Standstill Agreement”) with a holder of warrants to purchase up to 250,999 shares of Series m-3 Preferred Stock and 2,942,714 shares of Series S Preferred Stock. Under the terms of the Third December Standstill Agreement the warrant holder agreed not to convert any of the shares of Series m-3 or Series S Preferred Stock issuable under the warrants upon exercise thereof into Class A Common Stock, until the 2024 Annual Meeting of Stockholders of the Company. The Second December Standstill Agreement provides that in the event that the stockholders of the Company do not approve at the 2024 meeting of stockholders an amendment to the Company’s certificate of incorporation that increases the available authorized shares of Class A Common Stock, then the conversion standstill period shall be extended until such time as the stockholders duly approve an amendment to the Company’s certificate of incorporation that increases the available authorized shares of Class A Common Stock.

Warrants

On January 16, 2018, March 16, 2018, and June 20, 2018, the Company issued warrants in connection with the Company’s Series m-3 financing to purchase an aggregate of 394,215 shares of the Company’s Series m-3 Preferred Stock. The warrants have an exercise price of $4.00 per share and expire on the earlier of: a) two years from the date of the warrant; b) the acquisition of the Company by another entity by means of any transaction or series of transactions to which the Company is a party or sale, lease or disposition of all or substantially all of the assets of the Company, or c) immediately prior to the closing of an initial public offering pursuant to an effective registration statement filed under the Securities Act covering the offering and sale of the Company’s common stock. The warrants issued qualify as liability instruments as the warrants are exercisable into Series m-3 Preferred Stock which are redeemable upon a change of control or any liquidation or winding up of the Company whether voluntary or involuntary. The warrants have been classified as a noncurrent liability on the Company’s balance sheets and were recorded as a component of the issuance costs related to the Series m-3 Preferred Stock. The Series m-3 warrant is valued at market at the end of every reporting period until the warrant is exercised or expires with the change in fair value being recorded in other income (expense) on the Company’s statements of operations. The expiration date of the Series m-3 warrants have been extended to December 31 2024.

On April 30, 2019, the Company entered into the “Convertible Note Financing”. Pursuant to the terms of the Convertible Note Financing, the Company became obligated to exchange its outstanding shares of Series m-3 Preferred Stock for the newly authorized shares of Series m-4 Preferred stock upon the closing of at least $1 million in aggregate principal amount of convertible promissory notes under the Convertible Note Financing. Warrants to purchase shares of Series S Preferred Stock of the Company were also issued to investors who invested in the Convertible Note Financing. The warrants to purchase shares of Series S Preferred Stock have an exercise price of $4.50 per share and were initially scheduled to expire on the earlier of December 31, 2021, or 18 months after the closing of the Company’s first firm commitment underwritten initial public offering of the Company’s common stock pursuant to a registration statement filed under the Securities Act. As of December 31, 2021, the Company had issued and accrued warrants to purchase up to 2,941,814 shares of Series S Preferred Stock. These warrants issued qualify as liability instruments as the warrants are exercisable into Series S Preferred Stock which are redeemable upon a change of control or any liquidation or winding up of the Company whether voluntary or involuntary. The warrants have been classified as a current liability on the Company’s balance sheets and were recorded as a component of the issuance costs related to Convertible Note. The Series S warrants are valued at market at the end of every reporting period until the warrants are exercised or expire with the change in fair value being recorded in other income (expense) on the Company’s statements of operations.

On November 18, 2021, the Company agreed to amend the Note and Warrant Purchase Agreement for the Convertible Note Financing and the convertible notes and warrants to purchase Series S Preferred Stock issued thereunder principally as follows: (i) the scheduled maturity date of the convertible notes was extended from January 1, 2022 to January 1, 2024, (ii) the interest rate of the convertible notes was reduced from 12% per annum to 3% per annum starting on January 1, 2022, (iii) the conversion terms of the convertible notes were revised so that the convertible notes would automatically convert into Class A Common Stock upon the listing of the Company’s common stock for trading on a nationally recognized securities exchange (e.g., the New York Stock Exchange) or inter-dealer quotation system (e.g., Nasdaq), (iv) the exercise period of the warrants was extended from December 31, 2021 to December 31, 2024, commencing on January 1, 2023, and (v) the cashless exercise feature was removed from the warrants. The conversion price of the convertible notes for conversion into Class A Common Stock was not changed and remained at $2.50 per share and the exercise price of the warrants to purchase Series S Preferred Stock was not changed and remains at $4.50 per share.

On July 23, 2019, the Company issued a warrant to purchase 1,500,000 shares of its Series S Preferred Stock, par value $0.001 per share (the “Warrant”), to Proud Productions LLC (“Proud”) pursuant to the terms of a Distribution Assignment and Warrant Purchase Agreement, dated as of July 22, 2019 (the “Purchase Agreement”). The warrants were exercisable at $8.00 per share beginning July 24, 2021 and expiring on July 31, 2024. On April 7, 2023, the Company entered into an Amendment and Cancellation Agreement whereby these warrants were cancelled in exchange for an extension of the expiration date for warrants to purchase 1,432,786 shares of Series m-3 Preferred Stock and 2,941,814 shares of Series S Preferred Stock to the earlier of December 31, 2027 or eighteen (18) months after the closing of the Company’s first firm commitment underwritten initial public offering of the Company’s common stock pursuant to a registration statement filed under the Securities Act of 1933, as amended.

On October 10, 2022, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company issued and sold to the investor (i) the 2022 Convertible Notes (see Note 5) in an aggregate principal amount of $6.075 million, at an initial conversion price of $5.00 per share of the Company’s Class A Common Stock, and (ii) warrants to purchase up to 1,138,446 shares of Class A Common Stock with an initial exercise price of $3.25 per share.

A summary of the Company’s outstanding warrants as of December 31, 2023, is as follows:


Class of shares	Number of warrants	Exercise price		Expiration date
Class A Common Stock	1,138,446	$	3.2500	October 13, 2027
Series m-3 Preferred Stock	1,432,786	$	4.0000	December 31, 2027
Series S Preferred Stock	2,941,814	$	4.5000	December 31, 2027

Common Stock Reserved for Future Issuance

Shares of common stock reserved for future issuance relate to outstanding preferred stock, warrants, stock options, and the 2022 Convertible Notes were as follows:


		December 31,
		2023
Series A Preferred Stock (convertible to Class B Common Stock)		1,418,381
Series B Preferred Stock (convertible to Class B Common Stock)		3,498,859
Series m Preferred Stock (convertible to Class A Common Stock)		1,779,653
Series m-2 Preferred Stock (convertible to Class B Common Stock)		160,000
Series S Preferred Stock (convertible to Class A Common Stock)		2,642,190
Stock options to purchase common stock		10,069,394
Warrants outstanding for future issuance of convertible preferred stock and common stock		5,513,046
Stock options available for future issuance		99,363
Total shares of common stock reserved		25,180,886

At-the-Market Offering Program

In February 2023, the Company commenced an at-the-market offering program with H.C. Wainwright & Co., LLC, as sales agent, in connection with which the Company filed a prospectus supplement filed on February 9, 2023 (the “February Prospectus Supplement”), allowing the Company to offer and sell from time to time of up to $20.0 million in shares of Class A Common Stock, subject to, and in accordance with, SEC rules. Pursuant to General Instruction I.B.6 of Form S-3, the prospectus supplement provided that in no event would the Company sell any securities in a public primary offering with a value exceeding one-third of its non-affiliated public float in any 12-month period unless its non-affiliated public float subsequently rose to $75.0 million or more.

On August 18, 2023, after the Company’s non-affiliated public float subsequently rose to an amount greater than $75.0 million, the Company filed a new prospectus supplement (the “August Prospectus Supplement”) providing for the offer and sale from time to time of up to $25.0 million in shares of Class A Common Stock subject to, and in accordance with, SEC rules.

For the year ended December 31, 2023, the Company issued 25,734,332 shares of Class A Common Stock under the at-the-market offering program for net proceeds of approximately $16.4 million, net of brokerage and placement fees of approximately $0.6 million pursuant to the February Prospectus Supplement, and 11,817,912 shares of Class A Common Stock under the at-the-market offering program for net proceeds of approximately $8.2 million, net of brokerage and placement fees of approximately $0.3 million pursuant to the August Prospectus Supplement.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Capital Stock and Warrants - Convertible preferred stock authorized and issued and outstanding (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2022
Capital Stock and Warrants
Shares Authorized	43,405,324			43,405,324
Shares Issued and Outstanding	9,499,083
Proceeds Net of Issuance Costs	$ 34,203
Aggregate Liquidation Preference	$ 35,361			$ 37,733
Series A Preferred Stock
Capital Stock and Warrants
Shares Authorized	8,936,015
Shares Issued and Outstanding	1,413,381
Proceeds Net of Issuance Costs	$ 614
Aggregate Liquidation Preference	$ 1,267
Series B Preferred Stock
Capital Stock and Warrants
Shares Authorized	4,707,501
Shares Issued and Outstanding	3,498,859
Proceeds Net of Issuance Costs	$ 7,098
Aggregate Liquidation Preference	$ 7,138
Series m Preferred Stock
Capital Stock and Warrants
Shares Authorized	6,666,666
Shares Issued and Outstanding	1,779,653
Proceeds Net of Issuance Costs	$ 4,621		$ 18,200
Aggregate Liquidation Preference	$ 5,339
Series m-1 Preferred Stock
Capital Stock and Warrants
Shares Authorized	333,334
Series m-2 Preferred Stock
Capital Stock and Warrants
Shares Authorized	1,660,756
Shares Issued and Outstanding	160,000
Proceeds Net of Issuance Costs	$ 480
Aggregate Liquidation Preference	$ 480
Series m-3 Preferred Stock
Capital Stock and Warrants
Shares Authorized	3,490,658
Proceeds Net of Issuance Costs		$ 1,400	$ 3,600
Series m-4 Preferred Stock
Capital Stock and Warrants
Shares Authorized	4,502,061
Series S Preferred Stock
Capital Stock and Warrants
Shares Authorized	13,108,333
Shares Issued and Outstanding	2,642,190
Proceeds Net of Issuance Costs	$ 21,390
Aggregate Liquidation Preference	$ 21,137

Goodwill and Intangible Assets, net - Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets, net
Goodwill		$ 1,922	$ 1,344
Goodwill of period adjustment	$ 578	600	1,344
Impairment of goodwill		$ 0	$ 0

- Definition

+ References + Details

Employee Benefit Plan

12 Months Ended

Dec. 31, 2023

Employee Benefit Plan

Employee Benefit Plan

NOTE 8: Employee Benefit Plan

The Company administers a 401(K) retirement plan (the “401(K) Plan”) in which all employees are eligible to participate. Each eligible employee may elect to contribute to the 401(K) Plan. During the years ended December 31, 2023 and 2022, the Company has made no matching contributions.

Business Acquisition (Details) - CASE Emergency Systems, Inc. - USD ($) $ in Thousands	Feb. 08, 2023	Oct. 14, 2022
Business Acquisition
Purchase price		$ 6,720
Promissory note		560
Cash consideration		6,160
Working capital adjustment		67
Indemnification holdback	$ 230	$ 670

Employee Benefit Plan (Details) - USD ($) $ in Thousands	12 Months Ended
Employee Benefit Plan (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Employee Benefit Plan
Matching contributions	$ 0	$ 0

Debt Obligations - Amortized carrying amount of debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total debt	$ 1,242	$ 8,698
Net of unamortized issuance costs	194
Less: current portion of debt obligations		2,144
Non-current portion of debt obligations	1,242	6,554
Bond
Debt Instrument [Line Items]
Total debt	$ 1,242
Convertible Note Liabilities
Debt Instrument [Line Items]
Total debt		8,152
Promissory notes
Debt Instrument [Line Items]
Total debt		$ 546

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69C

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69F

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2023	Mar. 29, 2024
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Entity File Number	001-41248
Entity Registrant Name	Knightscope, Inc
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-2482575
Entity Address, Address Line One	1070 Terra Bella Avenue
Entity Address, City or Town	Mountain View
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	94043
City Area Code	650
Local Phone Number	924-1025
Title of 12(b) Security	Class A Common Stock, $0.001 Par Value per Share
Trading Symbol	KSCP
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float	$ 33
Auditor Name	BPM LLP
Auditor Location	San Jose, California
Auditor Firm ID	207
Entity Central Index Key	0001600983
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Class A Common Stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		93,310,259
Class B Common Stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		0

The Company and Summary of Significant Accounting Policies - Basis of Presentation and Liquidity (Details) $ in Thousands						1 Months Ended	12 Months Ended
	Sep. 29, 2023 USD ($)	Aug. 18, 2023 USD ($)	Feb. 09, 2023 USD ($)	Feb. 01, 2023 USD ($)	Jan. 26, 2022 USD ($) shares	Apr. 30, 2022 USD ($)	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
The Company and Summary of Significant Accounting Policies
Cash and cash equivalents							$ 2,282	$ 4,810
Accumulated deficit							(161,500)
Working capital							(1,300)
Accumulated deficit							161,458	139,340
Stockholders' deficit							26,634	43,586	$ 82,933
Proceeds from equity sale, net of issuance costs (in shares) \| shares					2,236,619
Proceeds for the issuance of convertible notes, net of issuance costs								3,157
Proceeds from equity sale, net of issuance costs					$ 20,200
Committed equity facility						$ 100,000
Proceeds from equity sale, net of issuance costs							$ 25,918	2,879
Number of operating segment \| segment							1
Cash and cash equivalent balances exceeding FDIC insured limits							$ 2,100	$ 4,600
Number of reportable segment \| segment							1
Class A Common Stock
The Company and Summary of Significant Accounting Policies
Proceeds from equity sale, net of issuance costs	$ 10,000
Committed equity facility				$ 20,000
Proceeds from equity sale, net of issuance costs		$ 25,000	$ 20,000

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Taxes

Income Taxes

NOTE 9: Income Taxes

The Company has incurred cumulative U.S. net operating losses since inception.

Income tax expense consisted of the following:


	2023		2022
Current:
Federal	$	—	$	—
State		—		—
Total current expense		—		—

Deferred:
Federal		—		—
State		—		—
Total deferred expense		—		—
Total income tax expense	$	—	$	—

Reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate of 21% is as follows:


	2023		2022
Provision at statutory rate	21.0	%	21.0	%
Stock-based compensation	(2.0)		(1.9)
Convertible notes	(0.4)		(7.5)
Fair value adjustment	4.7		13.1
Change in valuation allowance	(24.6)		(26.3)
Research and development credits	1.6		1.6
Other	(0.3)		—
Effective tax rate	0.0	%	0.0	%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets and liabilities for the periods presented:


(in thousands)	2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	34,157	$	28,218
Research and development credit carryforwards		2,599		2,006
Accruals and other		717		798
Lease liability		388		650
Property, equipment and software		93		165
Amortization		198		189
Capitalized research and experimental expenses		2,218		1,191
Other		11		11
Total deferred tax assets		40,381		33,228
Valuation allowance		(39,989)		(32,702)
Deferred tax assets recognized		392		526
Deferred tax liabilities:
Right of use asset		(392)		(526)
Total deferred tax liabilities		(392)		(526)
Net deferred taxes	$	—	$	—

The Company considers all available evidence, both positive and negative, including historical levels of taxable income, expectations and risks associated with estimates of future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. As of December 31, 2023 and 2022, based on the Company’s analysis of all available evidence, both positive and negative, it was considered more likely than not that the Company’s deferred tax assets would not be realized and, as a result, the Company recorded a full valuation allowance for its deferred tax assets. The valuation allowance increased $7.3 million and $8.7 million during the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023, the Company had U.S. federal net operating loss carryforwards amounts of approximately $128.0 million of which $23.3 million begin to expire in 2033 and $104.7 million can be carried over indefinitely. As of December 31, 2023, the Company had federal research and development tax credits of approximately $1.7 million which begin to expire in 2033.

As of December 31, 2023, the Company had state net operating loss carryforwards amounts of approximately $102.5 million which begin to expire in 2024. As of December 31, 2023, the Company had state research and development tax credits of approximately $1.5 million, which do not expire.

Utilization of the federal and state net operating loss and federal and state research and development tax credit carryforwards may be subject to annual limitations due to the ownership percentage change provisions of the Internal Revenue Code Section 382 and similar state provisions. The annual limitations may result in the inability to fully offset future annual taxable income and could result in the expiration of the net operating loss carry forwards before utilization.

The Company accounts for uncertainty in income taxes in accordance with ASC 740. Tax positions are evaluated in a two-step process, whereby the Company first determines whether it is more likely than not that a tax position will be sustained upon examination by tax authorities, including resolutions of any related appeals or litigation processes, based on technical merit. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognized in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.


(in thousands)	2023		2022
Unrecognized tax benefits as of the beginning of the year	$	430	$	313
Increases related to prior year tax provisions		12		28
Decrease related to prior year tax provisions		—		—
Increase related to current year tax provisions		102		89
Statute lapse		—		—
Unrecognized tax benefits as of the end of the year	$	544	$	430

The Company’s unrecognized tax benefits as of December 31, 2023 relate entirely to research and development credits. The total amount of unrecognized tax benefits at December 31, 2023 is $0.5 million. If recognized, none of the unrecognized tax benefits would impact the effective tax rate because of the valuation allowance. The Company’s policy is to recognize interest and penalties to income taxes as components of interest expense and other expense, respectively. The Company did not accrue interest or penalties related to unrecognized tax benefits as of December 31, 2023. The Company does not anticipate any significant change within twelve months of this reporting date.

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Due to the Company’s net operating loss carryforwards, all tax years since inception remain subject to examination by all taxing authorities. The Company is not currently under audit in any major tax jurisdiction.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

The Company and Summary of Significant Accounting Policies - Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
The Company and Summary of Significant Accounting Policies
Sales tax	$ 364	$ 419
Customer and vendor deposits	239	50
Warranty liability	406	145
Other	460	449
Total other current liabilities	$ 1,469	$ 1,063

Capital Stock and Warrants - At-the-Market Offering Program (Details) - USD ($) $ in Thousands				1 Months Ended	12 Months Ended
	Aug. 18, 2023	Feb. 09, 2023	Jan. 26, 2022	Feb. 28, 2023	Dec. 31, 2023	Dec. 31, 2022	Aug. 31, 2023
Capital Stock and Warrants
Net proceeds					$ 25,918	$ 2,879
Shares issued			2,236,619
Net of brokerage and placement fees							$ 300
Class A Common Stock
Capital Stock and Warrants
Net proceeds	$ 25,000	$ 20,000
Aggregate gross share proceeds				$ 8,200
Class A Common Stock \| At-the-Market Offering Program
Capital Stock and Warrants
Net proceeds					$ 16,400
Shares issued				11,817,912	25,734,332
Net of brokerage and placement fees				$ 600

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References + Details

Goodwill and Intangible Assets, net - Amortization expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Intangible Assets
Intangible assets amortization expense	$ 499	$ 114
Cost of revenue
Intangible Assets
Intangible assets amortization expense	198	41
Sales and marketing
Intangible Assets
Intangible assets amortization expense	$ 301	$ 73

Goodwill and Intangible Assets, net

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets, net

Goodwill and Intangible Assets, net

NOTE 4: Goodwill and Intangible Assets, net

The Company recorded goodwill of $1.3 million during the year ended December 31, 2022 related to the CASE acquisition (Note 3) and an out of period adjustment of $0.6 million during the year ended December 31, 2023, bringing the total goodwill recorded pursuant to the CASE acquisition to $1.9 million (Note 1). Goodwill is not amortized to earnings, but instead is reviewed for impairment at least annually, absent any interim indicators of impairment. There was no impairment of goodwill during the years ended December 31, 2023 and 2022.

The following table sets forth a summary of the changes in goodwill (in thousands):


Balance as of January 1, 2022	$	—
Goodwill recorded pursuant to the CASE acquisition		1,344
Balance as of December 31, 2022		1,344
Out of period adjustment		578
Balance as of December 31, 2023	$	1,922

The gross carrying amounts and accumulated amortization of the intangible assets with determinable lives are as follows (in thousands):


		December 31, 2023
	Amortization	Gross
	Period	carrying		Accumulated		Carrying
	(years)	amount		amortization		amount, net

Developed technology	5	$	990	$	(239)	$	751
Customer relationships	8		950		(144)		806
Trademark	1		230		(230)		—
Total		$	2,170	$	(613)	$	1,557


		December 31, 2022
	Amortization	Gross
	Period	carrying		Accumulated		Carrying
	(years)	amount		amortization		amount, net

Developed technology	5	$	990	$	(41)	$	949
Customer relationships	8		950		(25)		925
Trademark	1		230		(48)		182
Total		$	2,170	$	(114)	$	2,056

Intangible assets amortization expense was recorded as follows (in thousands):


	December 31,		December 31,
	2023		2022
Cost of revenue	$	198	$	41
Sales and marketing		301		73
Total intangible asset amortization	$	499	$	114

As of December 31, 2023, future intangible assets amortization expense for each of the next five years and thereafter is as follows (in thousands):


Year ending December 31,	Amount
2024	$	317
2025		317
2026		317
2027		275
2028		118
Thereafter		213
Total	$	1,557

Related parties and related-party transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Related parties and related-party transactions
Rent paid	$ 180	$ 38
Konica Minolta, Inc
Related parties and related-party transactions
Service fees	400	400
Payables	$ 84	$ 117
Other Liability, Related Party, Type [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember

Income Taxes - Reconciliation between the effective tax rate on income from continuing operations (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Reconciliation between the effective tax rate on income from continuing operations
Provision at statutory rate	21.00%	21.00%
Stock-based compensation	(2.00%)	(1.90%)
Convertible notes	(0.40%)	(7.50%)
Fair value adjustment	4.70%	13.10%
Change in valuation allowance	(24.60%)	(26.30%)
Research and development credits	1.60%	1.60%
Other	(0.30%)
Effective tax rate	0.00%	0.00%

The Company and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

The Company and Summary of Significant Accounting Policies

Description of Business

Knightscope, Inc., was incorporated on April 4, 2013 under the laws of the State of Delaware.

Basis of Presentation and Liquidity

Segments

Comprehensive Loss

Use of Estimates

Cash and Cash Equivalents

Restricted Cash

Concentrations of Credit Risk

Inventory

Inventory


	December 31,
	2023		2022
Raw materials	$	2,112	$	2,032
Work in process		82		—
Finished goods		126		528
	$	2,320	$	2,560

Prepaid expenses and other current assets

Prepaid expenses and other current assets

Prepaid and other current assets is comprised of the following (in thousands):


	December 31,
	2023		2022
Prepaid inventory	$	123	$	66
Prepaid expense		488		901
Other receivables		362		—
Research and development tax credit		376		376
Other current assets		72		6
	$	1,421	$	1,349

Autonomous Security Robots, net ("ASRs")

Autonomous Security Robots, net (“ASRs”)

ASRs, net, consisted of the following (in thousands):


	December 31,
	2023		2022
Raw materials	$	3,841	$	2,732
ASRs in progress		1,575		773
Finished ASRs		12,130		10,198
		17,546		13,703
Accumulated depreciation on Finished ASRs		(8,701)		(7,853)
ASRs, net	$	8,845	$	5,850

The components of the Finished ASRs, net, are as follows (in thousands):


	December 31,
	2023		2022
ASRs on lease or available for lease	$	10,804	$	9,002
Demonstration ASRs		607		622
Research and development ASRs		194		194
Charge boxes		525		380
		12,130		10,198
Less: accumulated depreciation		(8,701)		(7,853)
Finished ASRs, net	$	3,429	$	2,345

Property, Equipment and Software

Property, Equipment and Software, net

Property, equipment, and software, net as of December 31, 2023 and 2022 were as follows (in thousands):


	December 31
	2023		2022
Computer equipment	$	258	$	258
Software		8		8
Furniture, fixtures and equipment		1,245		788
Leasehold improvements		46		46
		1,557		1,100
Accumulated depreciation and amortization		(700)		(486)
Property, equipment and software, net	$	857	$	614

Business Acquisition

Business Acquisitions

Goodwill and Acquired Intangible Assets

Impairment of Long-Lived Assets

Leases

Other Current Liabilities

Other current liabilities consisted of the following:


	December 31,		December 31,
	2023		2022
Sales tax	$	364	$	419
Customer and vendor deposits		239		50
Warranty liability		406		145
Other		460		449
	$	1,469	$	1,063

Accrued Warranty

Change in the warranty liability for the years ended consisted of the following:


	December 31,
	2023		2022
Balance January 1,	$	145	$	—
Provision for warranties issued during the year		675		288
Warranty services provided		(414)		(143)
	$	406	$	145

Accrued Expenses

Accrued expenses consisted of the following:


	December 31,		December 31,
	2023		2022
Accrued bonuses	$	—	$	961
Payroll and payroll taxes		604		696
Legal, consulting, and financial services		117		542
Credit cards		244		188
Other		180		16
	$	1,145	$	2,403

Convertible Preferred Warrant Liabilities and Common Stock Warrants

Convertible Preferred Warrant Liability and Common Stock Warrants

Revenue Recognition

ASR related revenues

ECD related revenues

The Company determines revenue recognition through the following steps:

●

identification of the contract, or contracts, with a client;

●

identification of the performance obligations in the contract;

●

determination of the transaction price;

●

allocation of the transaction price to the performance obligations in the contract; and

●

recognition of revenue when, or as, the Company satisfies a performance obligation.

The Company recognizes ASR subscription revenue as follows:

Deferred revenue

The Company also records deferred revenue from unfinished contracts for certain ECD related services.


	December 31, 2023		December 31, 2022
Deferred revenue - short term	$	1,741	$	1,711
Revenue recognized in the year ended related to amounts included in deferred revenue at the beginning of the period	$	1,466	$	657

Customer Deposits

Disaggregation of revenue

The Company disaggregates revenue from contracts with customers into the timing of the transfers of goods and services by product line.

The following table summarizes revenue by product line and timing of recognition:


	Year Ended December 31
	2023						2022
	Point in time		Over time		Total		Point in time		Over time		Total
ASRs	$	153	$	4,036	$	4,189	$	77	$	4,125	$	4,202
ECDs		8,330		278		8,608		1,370		59		1,429
Total	$	8,483	$	4,314	$	12,797	$	1,447	$	4,184	$	5,631

Other revenue, net

Product Revenue, net

Product revenue, net includes point of sale transactions related to the ECDs, including product, shipping, and installation.

Cost of revenue, net

Shipping and Handling Costs

Stock-Based Compensation

Research and Development Costs

Advertising Costs

Income Taxes

Basic and Diluted Net Loss per Share


	December 31,
	2023	2022
Series A Preferred Stock (convertible to Class B Common Stock)	1,418,381	3,086,160
Series B Preferred Stock (convertible to Class B Common Stock)	3,498,859	3,535,621
Series m Preferred Stock (convertible to Class A Common Stock)	1,779,653	1,855,328
Series m-2 Preferred Stock (convertible to Class B Common Stock)	160,000	160,000
Series S Preferred Stock (convertible to Class A Common Stock)	2,642,190	2,714,732
Warrants to purchase common stock (convertible to Class A Common Stock)	1,138,446	1,138,446
Warrants to purchase Series m-3 (convertible to Class A Common Stock)	1,432,786	1,432,786
Warrants to purchase Series s (convertible to Class A Common Stock)	2,941,814	4,441,814
Convertible Notes	—	5,189,351
Stock options	10,069,394	10,081,915
Total potentially dilutive shares	25,081,523	33,636,153

Accounting Pronouncements Adopted in 2023

Accounting Pronouncements Not Yet Adopted

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Stock-Based Compensation - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Shares Available for Grant
Outstanding as of beginning of year	3,538,268	216,003
2022 Equity incentive plan increase	1,917,456	5,000,000
Granted	(2,190,299)	(2,272,299)
Forfeited	1,751,800	582,898
Expired		11,666
2022 Equity incentive plan decrease	(4,917,862)
Outstanding as of ending of year	99,363	3,538,268	216,003
Number of Shares Outstanding
Outstanding as of beginning of year	10,081,915	8,799,415
Granted	2,190,299	2,272,299
Exercised	(451,020)	(395,235)
Forfeited	(1,751,800)	(582,898)
Expired		(11,666)
Outstanding as of ending of year	10,069,394	10,081,915	8,799,415
Vested and exercisable	6,717,063
Weighted Average Exercise Price
Outstanding as of beginning of year	$ 3.11	$ 3.07
Granted	1.01	3.26
Exercised	0.58	1.39
Forfeited	3.42	4.31
Expired		2.34
Outstanding as of ending of year	2.72	$ 3.11	$ 3.07
Vested and exercisable as of ending of year	$ 2.34
Weighted Average Remaining Contractual Life (Years)
Outstanding as of ending of year	7 years 1 month 20 days	7 years 7 months 9 days	8 years 1 month 13 days
Vested and exercisable as of ending of year	6 years 4 months 24 days
Aggregate Intrinsic Value
Aggregate Intrinsic Value, outstanding	$ 141	$ 4,099	$ 60,924
Vested and exercisable	$ 134
Closing stock price	$ 0.60
Total intrinsic value of options exercised	$ 200	$ 1,200
Weighted average grant date fair value of options granted	$ 0.55	$ 1.76
Fair value of the shares subject to stock options vested	$ 3,400	$ 3,100
Unamortized stock-based compensation expense	$ 12,500
Vesting term (in years)	1 year 9 months 25 days

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events

Subsequent Events

NOTE 12: Subsequent Events

On February 23, 2024, the Company filed a definitive proxy statement with the SEC in connection with a special meeting of stockholders to be held on April 5, 2024 to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our Class A Common Stock from 114,000,000 to 228,000,000.

The Company issued Public Safety Infrastructure Bonds (see Note 5) with a total principal amount of approximately $2.8 million, in aggregate, generating net proceeds to the Company of approximately $2.6 million, net of issuance costs of approximately $0.2 million and from January 1, 2024 until the Bond issuance was closed on March 14, 2024. Overall, we issued Bonds totaling a principal amount of approximately $4.2 million, in aggregate, generating net proceeds to the Company of approximately $3.8 million, net of issuance costs of approximately $0.4 million during the offering.

From January 1, 2024 through March 26, 2024 the Company issued 13,074,738 shares of Class A Common Stock under the at-the-market offering program for net proceeds of approximately $6.9 million, net of brokerage and placement fees of approximately $0.3 million pursuant to the August Prospectus Supplement. See Note 6.

Commitments and contingencies - Components of leases and lease costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating leases
Operating lease right-of-use assets	$ 1,458	$ 2,012
Operating lease liabilities, current portion	733	731
Operating lease liabilities, non-current portion	711	1,309
Total operating lease liabilities	1,444	2,040
Operating lease costs
Operating lease costs	$ 1,027	$ 906

BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	43,405,324	43,405,324
Preferred stock, shares issued	9,499,083	11,351,841
Preferred stock, shares outstanding	9,499,083	11,351,841
Preferred stock, aggregate liquidation preference	$ 35,361	$ 37,733
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	114,000,000	114,000,000
Common stock, shares issued	80,188,600	28,029,238
Common stock, share outstanding	80,188,600	28,029,238
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	30,000,000	30,000,000
Common stock, shares issued	9,357,822	10,319,884
Common stock, share outstanding	9,357,822	10,319,884

Stock-Based Compensation - Stock-based compensation expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation
Total equity based compensation	$ 2,726	$ 3,539
Cost of revenue, net
Share-Based Compensation
Total equity based compensation	358	348
Research and development
Share-Based Compensation
Total equity based compensation	397	1,058
Sales and marketing
Share-Based Compensation
Total equity based compensation	221	235
General and administrative
Share-Based Compensation
Total equity based compensation	$ 1,750	$ 1,898

Stock-Based Compensation - Equity Incentive Plans (Details) - shares		12 Months Ended
	Jun. 23, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2016	Apr. 30, 2014
Share-Based Compensation
Number of shares available for grant		99,363	3,538,268	216,003
2014 Equity Incentive Plan
Share-Based Compensation
Number of shares issuable under plan						2,000,000
2016 Equity Incentive Plan
Share-Based Compensation
Number of shares available for grant					1,936,014
2022 Equity incentive plan
Share-Based Compensation
Vesting period of options (in years)		4 years
2022 Equity incentive plan \| Class A Common Stock
Share-Based Compensation
Number of shares issuable under plan	5,000,000
Percentage of outstanding common stock considered for annual increase in authorized shares under the plan (in percent)	5.00%
2022 Equity incentive plan \| Term of stock options, If price of 100 % of fair market value
Share-Based Compensation
Maximum percentage of fair market value of stock options price		100.00%
Stock options term		10 years
Percentage of voting power held		10.00%
2022 Equity incentive plan \| Term of stock options, If price of 110 % of fair market value
Share-Based Compensation
Maximum percentage of fair market value of stock options price		110.00%
Stock options term		5 years
Percentage of voting power held		10.00%

Income Taxes - Unrecognized tax benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Taxes
Unrecognized tax benefits as of the beginning of the year	$ 430	$ 313
Increases related to prior year tax provisions	12	28
Increase related to current year tax provisions	102	89
Unrecognized tax benefits as of the end of the year	$ 544	$ 430

The Company and Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
The Company and Summary of Significant Accounting Policies
Restricted cash	$ 0.1	$ 0.0

The Company and Summary of Significant Accounting Policies - Business Acquisitions (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
The Company and Summary of Significant Accounting Policies
Goodwill recorded pursuant to the CASE acquisition	$ 578	$ 600	$ 1,344

The Company and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

The Company and Summary of Significant Accounting Policies

Schedule of Inventory


	December 31,
	2023		2022
Raw materials	$	2,112	$	2,032
Work in process		82		—
Finished goods		126		528
	$	2,320	$	2,560

Schedule of prepaid expenses and other current assets

Prepaid and other current assets is comprised of the following (in thousands):


	December 31,
	2023		2022
Prepaid inventory	$	123	$	66
Prepaid expense		488		901
Other receivables		362		—
Research and development tax credit		376		376
Other current assets		72		6
	$	1,421	$	1,349

Schedule of ASRs, net and components of the Finished ASRs, net

ASRs, net, consisted of the following (in thousands):


	December 31,
	2023		2022
Raw materials	$	3,841	$	2,732
ASRs in progress		1,575		773
Finished ASRs		12,130		10,198
		17,546		13,703
Accumulated depreciation on Finished ASRs		(8,701)		(7,853)
ASRs, net	$	8,845	$	5,850

The components of the Finished ASRs, net, are as follows (in thousands):


	December 31,
	2023		2022
ASRs on lease or available for lease	$	10,804	$	9,002
Demonstration ASRs		607		622
Research and development ASRs		194		194
Charge boxes		525		380
		12,130		10,198
Less: accumulated depreciation		(8,701)		(7,853)
Finished ASRs, net	$	3,429	$	2,345

Schedule of property, equipment, and software, net

Property, equipment, and software, net as of December 31, 2023 and 2022 were as follows (in thousands):


	December 31
	2023		2022
Computer equipment	$	258	$	258
Software		8		8
Furniture, fixtures and equipment		1,245		788
Leasehold improvements		46		46
		1,557		1,100
Accumulated depreciation and amortization		(700)		(486)
Property, equipment and software, net	$	857	$	614

Schedule of Other current liabilities


	December 31,		December 31,
	2023		2022
Sales tax	$	364	$	419
Customer and vendor deposits		239		50
Warranty liability		406		145
Other		460		449
	$	1,469	$	1,063

Schedule of change in the warranty liability


	December 31,
	2023		2022
Balance January 1,	$	145	$	—
Provision for warranties issued during the year		675		288
Warranty services provided		(414)		(143)
	$	406	$	145

Schedule of Accrued Expenses


	December 31,		December 31,
	2023		2022
Accrued bonuses	$	—	$	961
Payroll and payroll taxes		604		696
Legal, consulting, and financial services		117		542
Credit cards		244		188
Other		180		16
	$	1,145	$	2,403

Schedule of deferred revenue


	December 31, 2023		December 31, 2022
Deferred revenue - short term	$	1,741	$	1,711
Revenue recognized in the year ended related to amounts included in deferred revenue at the beginning of the period	$	1,466	$	657

Summary of revenue by product line and timing of recognition


	Year Ended December 31
	2023						2022
	Point in time		Over time		Total		Point in time		Over time		Total
ASRs	$	153	$	4,036	$	4,189	$	77	$	4,125	$	4,202
ECDs		8,330		278		8,608		1,370		59		1,429
Total	$	8,483	$	4,314	$	12,797	$	1,447	$	4,184	$	5,631

Schedule of potentially dilutive securities that were excluded from the computation of diluted net loss per share


	December 31,
	2023	2022
Series A Preferred Stock (convertible to Class B Common Stock)	1,418,381	3,086,160
Series B Preferred Stock (convertible to Class B Common Stock)	3,498,859	3,535,621
Series m Preferred Stock (convertible to Class A Common Stock)	1,779,653	1,855,328
Series m-2 Preferred Stock (convertible to Class B Common Stock)	160,000	160,000
Series S Preferred Stock (convertible to Class A Common Stock)	2,642,190	2,714,732
Warrants to purchase common stock (convertible to Class A Common Stock)	1,138,446	1,138,446
Warrants to purchase Series m-3 (convertible to Class A Common Stock)	1,432,786	1,432,786
Warrants to purchase Series s (convertible to Class A Common Stock)	2,941,814	4,441,814
Convertible Notes	—	5,189,351
Stock options	10,069,394	10,081,915
Total potentially dilutive shares	25,081,523	33,636,153

Stock-Based Compensation - Assumptions utilized for option (Details) - Employee Stock Option	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation
Risk-free interest rate	4.00%	7.33%
Expected volatility	54.39%	54.60%
Expected term (in years)	5 years 9 months 3 days	5 years 11 months 19 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Fair Value Measurement - Additional Information (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value Measurement
Fair value assets, transfer from level 2 to level 1	$ 0	$ 0

Related parties and related-party transactions

12 Months Ended

Dec. 31, 2023

NOTE 10: Related parties and related-party transactions

One of the Company’s vendors, Konica Minolta, Inc. (“Konica Minolta”), is a stockholder of the Company. Konica Minolta provides the Company with repair services to its ASRs. The Company has paid to Konica Minolta approximately $0.4 million and $0.4 million in service fees for the years ended December 31, 2023 and 2022, respectively. The Company had payables of $84 and $117 owed to Konica Minolta as of December 31, 2023 and 2022, respectively.

The Company paid $180 and $38 for rent for the years ended December 31, 2023 and 2022, respectively, for a building owned by Sebastian Gutierrez, Senior VP Public Safety Infrastructure Development.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Capital Stock and Warrants - Preferred Stock (Details)					1 Months Ended		12 Months Ended
Capital Stock and Warrants - Preferred Stock (Details)	Jun. 15, 2020 USD ($)	May 21, 2019 USD ($)	Jul. 11, 2018 USD ($) $ / shares shares	Dec. 23, 2016 shares	Jun. 30, 2019 USD ($) $ / shares shares	Jan. 31, 2017 USD ($) $ / shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($) $ / shares shares	Dec. 31, 2017 USD ($) $ / shares shares	Feb. 28, 2018 shares	Jan. 31, 2018 $ / shares shares
Capital Stock and Warrants
Preferred stock, par value (in dollars per share) \| $ / shares					$ 0.001		$ 0.001	$ 0.001
Preferred stock, shares issued \| shares							9,499,083	11,351,841
Proceeds Net of Issuance Costs							$ 34,203,000
Share conversion costs							(9,000)	$ (74,000)
Series A Preferred Stock
Capital Stock and Warrants
Proceeds Net of Issuance Costs							614,000
Series B Preferred Stock
Capital Stock and Warrants
Proceeds Net of Issuance Costs							7,098,000
Series m Preferred Stock
Capital Stock and Warrants
Maximum number of shares offered to accredited and Non-accredited investors \| shares				6,666,666
Maximum amount of stock offered as per regulations						$ 20,000,000
Per share value \| $ / shares						$ 3.00
Number of preferred stocks converted into other series of preferred stock \| shares														1,327,423
Proceeds Net of Issuance Costs							4,621,000						$ 18,200,000
Preferred stock, conversion ratio														1
Series m-2 Preferred Stock
Capital Stock and Warrants
Preferred stock, par value (in dollars per share) \| $ / shares															$ 0.001
Per share value \| $ / shares															$ 3.00
Preferred stock, shares issued \| shares															333,333
Proceeds Net of Issuance Costs							480,000
Preferred stock, conversion ratio														1
Series m-3 Preferred Stock
Capital Stock and Warrants
Preferred stock, par value (in dollars per share) \| $ / shares												$ 0.001	$ 0.001
Per share value \| $ / shares												$ 3.50	$ 3.50
Preferred stock, shares issued \| shares												410,972	1,038,571
Proceeds Net of Issuance Costs												$ 1,400,000	$ 3,600,000
Series m-3 Preferred Stock \| Convertible Note Liabilities
Capital Stock and Warrants
Preferred stock, repurchased as exchange upon conversion \| shares					1,432,786
Series m-4 Preferred Stock \| Convertible Note Liabilities
Capital Stock and Warrants
Preferred stock, shares issued upon conversion \| shares					1,432,786
Preferred stock, dividend rate					12.00%
Preferred stock, interest expense					$ 900,000
Series S Preferred Stock
Capital Stock and Warrants
Proceeds Net of Issuance Costs							$ 21,390,000
Series S Preferred Stock \| Regulation D Offering
Capital Stock and Warrants
Maximum number of shares offered to accredited and Non-accredited investors \| shares			6,250,000
Maximum amount of stock offered as per regulations			$ 50,000,000
Proceeds Net of Issuance Costs											$ 1,000,000
Preferred stock, conversion price per share \| $ / shares			$ 8.00
Share conversion costs											(3,000,000)
Expected proceeds from redeemable preferred stock	$ 50,000,000										$ 3,800,000
Series S Preferred Stock \| 2020 Regulation A Offering
Capital Stock and Warrants
Maximum amount of stock offered as per regulations	$ 25,000,000
Expected proceeds from redeemable preferred stock										$ 2,500,000
Series S Preferred Stock \| 2019 Regulation A Offering
Capital Stock and Warrants
Maximum amount of stock offered as per regulations		$ 50,000,000
Share conversion costs									$ (4,600,000)
Expected proceeds from redeemable preferred stock									$ 44,600,000

Capital Stock and Warrants (Details)	Dec. 31, 2023 class $ / shares shares	Dec. 31, 2022 $ / shares shares	Jun. 30, 2019 $ / shares	Dec. 31, 2018 $ / shares	Jan. 31, 2018 $ / shares	Dec. 31, 2017 $ / shares
Capital Stock and Warrants
Number of classes \| class	3
Total shares authorized	187,405,324
Preferred stock, shares authorized	43,405,324	43,405,324
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001	$ 0.001
Class A Common Stock
Capital Stock and Warrants
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001
Common stock, shares authorized	114,000,000	114,000,000
Class B Common Stock
Capital Stock and Warrants
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001
Common stock, shares authorized	30,000,000	30,000,000
Series A Preferred Stock
Capital Stock and Warrants
Preferred stock, shares authorized	8,936,015
Series B Preferred Stock
Capital Stock and Warrants
Preferred stock, shares authorized	4,707,501
Series m Preferred Stock
Capital Stock and Warrants
Preferred stock, shares authorized	6,666,666
Series m-1 Preferred Stock
Capital Stock and Warrants
Preferred stock, shares authorized	333,334
Series m-2 Preferred Stock
Capital Stock and Warrants
Preferred stock, shares authorized	1,660,756
Preferred stock, par value (in dollars per share) \| $ / shares					$ 0.001
Series m-3 Preferred Stock
Capital Stock and Warrants
Preferred stock, shares authorized	3,490,658
Preferred stock, par value (in dollars per share) \| $ / shares				$ 0.001		$ 0.001
Series S Preferred Stock
Capital Stock and Warrants
Preferred stock, shares authorized	13,108,333
Series m-4 Preferred Stock
Capital Stock and Warrants
Preferred stock, shares authorized	4,502,061

Capital Stock and Warrants - Common Stock (Details) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Feb. 28, 2023 USD ($)	Dec. 31, 2023 Vote $ / shares
Common Class B [Member]
Capital Stock and Warrants
Common stock conversion ratio		1
Number of votes for each share of common stock held \| Vote		10
Common Class A [Member]
Capital Stock and Warrants
Preferred stock voting rights		1
Aggregate gross share proceeds \| $	$ 8.2
Series m-4 Preferred Stock
Capital Stock and Warrants
Annual dividend rate per share \| $ / shares		$ 0.42

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Stock-Based Compensation

Schedule of stock option activity under all of the Company's equity incentive plans


					Weighted
			Weighted		Average
	Shares	Number of	Average		Remaining	Aggregate
	Available for	Shares	Exercise		Contractual	Intrinsic
	Grant	Outstanding	Price		Life (Years)’	Value (000’s)
Outstanding as of January 1, 2022	216,003	8,799,415	$	3.07	8.12	$	60,924
2022 Equity incentive plan	5,000,000
Granted	(2,272,299)	2,272,299		3.26
Exercised	—	(395,235)		1.39
Forfeited	582,898	(582,898)		4.31
Expired	11,666	(11,666)		2.34
Outstanding as of December 31, 2022	3,538,268	10,081,915	$	3.11	7.61	$	4,099
2022 Equity incentive plan increase	1,917,456
Granted	(2,190,299)	2,190,299		1.01
Exercised	—	(451,020)		0.58
Forfeited	1,751,800	(1,751,800)		3.42
Expired	—	—
2022 Equity incentive plan decrease	(4,917,862)
Outstanding as of December 31, 2023	99,363	10,069,394	$	2.72	7.14	$	141

Vested and exercisable as of December 31, 2023		6,717,063	$	2.34	6.4	$	134

Schedule of assumptions utilized for option grants


	Year Ended December 31,
	2023		2022
Risk-free interest rate	4.00	%	7.33	%
Expected dividend yield	—	%	—	%
Expected volatility	54.39	%	54.60	%
Expected term (in years)	5.76		5.97

Schedule of stock-based compensation expense recognized in the Company's consolidated statements of operations


	Year ended December 31,
	2023		2022
Cost of revenue, net	$	358	$	348
Research and development		397		1,058
Sales and marketing		221		235
General and Administrative		1,750		1,898
Total	$	2,726	$	3,539

Debt Obligations (Details)			2 Months Ended	12 Months Ended
Debt Obligations (Details)	Oct. 10, 2022 USD ($) $ / shares shares	Apr. 30, 2019 USD ($) $ / shares shares	Mar. 14, 2024 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($)	Oct. 02, 2023 USD ($) $ / shares	Jan. 01, 2022	Nov. 18, 2021 $ / shares	Jun. 20, 2018 $ / shares	Mar. 16, 2018 $ / shares	Jan. 16, 2018 $ / shares
Debt obligations
Convertible instrument amount					$ 8,592,000	$ 16,011,000
Interest rate per annum							10.00%
Exercise price \| $ / shares										$ 4.00	$ 4.00	$ 4.00
Proceeds from convertible debt						$ 3,157,000
Expiration of warrants term										2 years	2 years	2 years
Maximum offering amount							$ 10,000,000.0
Price per bond \| $ / shares							$ 1,000
Principal amount of bonds issued				$ 1,400,000
Aggregate net proceeds				1,200,000
Issuance costs				$ 200,000
Subsequent Events
Debt obligations
Principal amount of bonds issued			$ 4,200,000
Aggregate net proceeds			3,800,000
Issuance costs			$ 400,000
Class A Common Stock
Debt obligations
Convertible instrument amount					$ 6,075,000.000
Number of shares issued on conversion Of convertible notes \| shares					10,432,428
Exercise price \| $ / shares									$ 2.50
Series S Preferred Stock
Debt obligations
Exercise price \| $ / shares									$ 4.50
Convertible debt
Debt obligations
Interest rate	4.50%
Number of warrants to purchased \| shares	1,138,446
Aggregate principal amount	$ 6,075,000.000
Conversion price \| $ / shares	$ 5.00
Proceeds from convertible debt	$ 5,000,000.0
Convertible debt \| Class A Common Stock
Debt obligations
Exercise price \| $ / shares	$ 3.25
Conversion price \| $ / shares	$ 5.00
Convertible Notes Financing
Debt obligations
Convertible instrument amount		$ 15,000,000
Conversion ratio		20
Aggregate principal amount		$ 1,000,000
Interest rate								3.00%	12.00%
Exercise price \| $ / shares									$ 4.50
Conversion price \| $ / shares									$ 2.50
Expiration of warrants term		18 months
Convertible Notes Financing \| Series m-4 Preferred Stock
Debt obligations
Aggregate principal amount		$ 1,000,000
Convertible Notes Financing \| Series S Preferred Stock
Debt obligations
Number of shares issued upon conversion of debt \| shares		3,000,000
Exercise price \| $ / shares		$ 4.50
Expiration of warrants term		18 months
Promissory notes \| CASE Emergency Systems, Inc.
Debt obligations
Promissory note issued in connection with acquisition					$ 560,000

BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 2,282	$ 4,810
Restricted cash	100
Accounts receivable, net of allowance for credit losses	2,090	1,370
Inventory	2,320	2,560
Prepaid expenses and other current assets	1,421	1,349
Total current assets	8,213	10,089
Autonomous Security Robots, net	8,845	5,850
Property, equipment and software, net	857	614
Operating lease right-of-use-assets	1,458	2,012
Goodwill	1,922	1,344
Intangible assets, net	1,557	2,056
Other assets	122	117
Total assets	22,974	22,082
Current liabilities:
Accounts payable	1,858	2,457
Accrued expenses	1,145	2,403
Deferred revenue	1,741	1,711
Debt obligations		2,144
Operating lease liabilities, current	733	731
Other current liabilities	1,469	1,063
Total current liabilities	6,946	10,509
Non-current liabilities:
Debt obligations	1,242	6,554
Preferred stock warrant liability	5,976	10,011
Derivative liability	271	1,146
Other noncurrent liabilities	259	356
Operating lease liabilities, noncurrent	711	1,309
Total liabilities	15,405	29,885
Commitments and contingencies (Note 11)
Preferred Stock, $0.001 par value; 43,405,324 shares authorized as of December 31, 2023 and 2022, 9,499,083 and 11,351,841 shares issued and outstanding at December 31, 2023 and 2022, respectively; aggregate liquidation preference of $35,361 and $37,733 as of December 31, 2023 and 2022, respectively	34,203	35,783
Stockholders' deficit:
Additional paid-in capital	134,735	95,716
Accumulated deficit	(161,458)	(139,340)
Total stockholders' deficit	(26,634)	(43,586)
Total liabilities, preferred stock and stockholders' deficit	22,974	22,082
Class A Common Stock
Stockholders' deficit:
Common Stock	80	28
Class B Common Stock
Stockholders' deficit:
Common Stock	$ 9	$ 10

Fair Value Measurement - Changes in the fair value of Company's Level 3 warrant and derivative liability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Warrant Liabilities
Changes in the fair value of Company's Level 3 financial liabilities
Beginning Balance	$ 11,157	$ 30,566
Initial fair value of Class A Common Stock warrants		1,818
Exercise of warrants		(370)
Revaluation of Class A Common Stock, Series B, m-3 and s Preferred Stock warrants	(3,727)	(20,857)
Warrant cancellations	(308)
Revaluation of Common Stock warrants	(875)
Ending Balance	6,247	$ 11,157
Convertible Note Liabilities \| Level 3
Changes in the fair value of Company's Level 3 financial liabilities
Initial fair value of Class A Common Stock warrants	$ 8,152

Business Acquisition (Tables)

12 Months Ended

Dec. 31, 2023

Business Acquisition

Schedule of pro forma information


	December 31,
	2022 (unaudited)
Revenue	$	12,990
Net loss		(26,185)

The Company and Summary of Significant Accounting Policies - Disaggregation of revenues (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue and Deferred Revenue
Total revenue, net	$ 12,797	$ 5,631
ASRs
Revenue and Deferred Revenue
Total revenue, net	4,189	4,202
ECD
Revenue and Deferred Revenue
Total revenue, net	8,608	1,429
Point in time
Revenue and Deferred Revenue
Total revenue, net	8,483	1,447
Point in time \| ASRs
Revenue and Deferred Revenue
Total revenue, net	153	77
Point in time \| ECD
Revenue and Deferred Revenue
Total revenue, net	8,330	1,370
Transferred over time
Revenue and Deferred Revenue
Total revenue, net	4,314	4,184
Transferred over time \| ASRs
Revenue and Deferred Revenue
Total revenue, net	4,036	4,125
Transferred over time \| ECD
Revenue and Deferred Revenue
Total revenue, net	$ 278	$ 59

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (22,118)	$ (25,643)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-28

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details