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United States securities and exchange commission logo
July 8, 2020
William Santanu Li
Chief Executive Officer
Knightscope, Inc.
1070 Terra Bella Avenue
Mountain View, CA 94043
Re: Knightscope, Inc.
Offering Statement
on Form 1-A
Filed June 15, 2020
File No. 24-11238
Dear Mr. Li:
We have reviewed your offering statement and have the following
comments. In some of
our comments we may ask you to provide us information so that we may
better understand your
disclosure.
Please respond to this letter by amending your offering statement
and providing the
requested information. If you do not believe that our comments apply to
your facts and
circumstances or do not believe that an amendment is appropriate, please
tell us why in your
response. After reviewing any amendment to your offering statement and
the information that
you provide in response to these comments, we may have additional
comments.
Offering Statement on Form 1-A filed June 15, 2020
Dilution, page 12
1. Please revise your
filing to provide dilution disclosures required by Part II, Item 4 of Form
1-A.
The Company's Business
Overview, page 15
2. We note that you
reference data gathered by the Huntington Police Department. Please
provide context for the
information, such as the time period covered by the findings. In
addition, please file
the compiled data as an exhibit to your offering statement as well as a
consent to use the
data. Refer to paragraph 11 of Part II, Item 17 of Form 1-A.
William Santanu Li
FirstName LastNameWilliam Santanu Li
Knightscope, Inc.
Comapany
July 8, 2020NameKnightscope, Inc.
July 8,2 2020 Page 2
Page
FirstName LastName
Market and Business Model
Note 8: Related parties and related party transactions, page 17
3. Advise what consideration you have given to filing as an exhibit your
arrangement with
Konica Minolta, Inc. to train your technicians to service, maintain,
and support your
machines in network and assist in your nationwide scaling efforts.
Please refer
to paragraph 6 of Part II, Item 17 of Form 1-A.
Compensation of Directors and Executive Officers, page 31
4. Please add your former chief financial officer to the table, or
confirm that you are not
required to do so in accordance with the criteria set out in Part II,
Item 11 of Form 1-A.
Security Ownership of Management and Certain Stockholders, page 32
5. Please add all of your executive officers to the group of officers and
directors identified in
this table. Please refer to Part II, Item 12(a)(1) of Form 1-A.
Securities Being Offered
General, page 33
6. Disclosure that there are 16,575 shares of Series m-3 preferred stock
outstanding is
inconsistent with disclosure in Part I of the Form 1-A that there are
16,757 shares of
Series m-3 preferred stock outstanding. Please reconcile the
disclosures.
Forum Selection Provisions, page 40
7. We note the disclosure that the state and federal courts in the state
of Delaware are the
exclusive forum for all actions or proceedings relating to the
subscription agreement.
Revise the disclosure to make clear whether the provision applies to
actions arising under
the Securities Act or the Exchange Act. We note that Section 27 of the
Exchange Act
creates exclusive federal jurisdiction over all suits brought to
enforce any duty or liability
created by the Exchange Act or its rules and regulations, and Section
22 of the Securities
Act creates concurrent jurisdiction for federal and state courts over
all suits brought to
enforce any duty or provision created by the Securities Act or its
rules and regulations. If
the provision applies to Securities Act claims, revise the disclosure
to state that there is
uncertainty on whether a court would enforce the provision and that
investors cannot
waive compliance with the federal securities laws and their rules and
regulations. In
addition, describe clearly any risks or other impacts on investors. If
the provision does not
apply to actions arising under the Securities Act or the Exchange Act,
ensure that the
disclosure here and in Section 6 of the subscription agreement states
this clearly.
William Santanu Li
FirstName LastNameWilliam Santanu Li
Knightscope, Inc.
Comapany
July 8, 2020NameKnightscope, Inc.
July 8,3 2020 Page 3
Page
FirstName LastName
Exhibit 12.1
Legality Opinion, page 1
8. Given that the legality opinion is part of the offering statement,
please remove the
disclaimer that counsel is giving no opinion regarding the truth,
accuracy, or completeness
of the offering statement.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
before qualification.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments,
action, or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
You may contact Melinda J. Hooker, Staff Accountant, at (202) 551-3732
or W. John
Cash, Accounting Branch Chief, at (202) 551-3768 if you have questions
regarding comments on
the financial statements and related matters. Please contact Edward M. Kelly,
Senior Counsel, at
(202) 551-3728 or Erin M. Purnell, Senior Counsel, at (202) 551-3454 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Jeanne Campanelli, Esq.