UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective July 18, 2025, the Board of Directors of Knightscope, Inc. (the “Company”) adopted the Amended and Restated Bylaws which reduced the quorum required for stockholder meetings from the holders of the shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting (the “Prior Quorum Requirement”) to one-third (33 1/3%) of the voting power of shares of stock which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting (the “Amended Quorum Requirement”).
Amending the Prior Quorum Requirement to the Amended Quorum Requirement reduces the risk of failing to achieve the required quorum for any stockholder meetings, which failure would require the Company to adjourn such meetings and therefore cause the Company to incur additional costs, such as additional virtual meeting host costs and proxy solicitation costs, and suffer other potential disruptions to its business and distraction for management.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | Description | |
| 3.1 | Amended and Restated Bylaws of Knightscope, Inc. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| knightscope, INC. | ||
| Date: July 18, 2025 | By: | /s/ William Santana Li |
| Name: | William Santana Li | |
| Title: | Chief Executive Officer and President | |