Knightscope, Inc. 8-K

What Happened
Knightscope, Inc. announced it completed the acquisition of Event Risk LLC on February 27, 2026 under a Securities Purchase Agreement with seller Eric Rose. Event Risk is now a wholly owned subsidiary. Purchase consideration includes a $5.0 million cash payment at closing, assumption and payoff of about $1.1 million of Frost Bank debt, issuance of 1,724,418 shares of Knightscope Class A common stock, $4.0 million of deferred cash (paid quarterly from Mar 31, 2027–Dec 31, 2028), and potential contingent payments (earn‑outs, revenue‑share cash payments capped at $10.0 million, and limited equity issuances).

Key Details

• Closing Date: February 27, 2026; acquisition announced by press release on March 2, 2026.
• Immediate cash funding used by Knightscope: $6.1 million (included $5.0M to seller + $1.1M payoff of Frost Bank credit).
• Equity issued at closing: 1,724,418 shares of Class A common stock (issued under exemptions from registration).
• Contingent consideration highlights:
  • Earn‑out for 2026: up to $2.0M if 2026 revenue ≥ $35M with gross margin thresholds (20% = $2.0M; 10–20% = $1.0M).
  • Cash revenue share (2027–2031): 5% of revenue between $30M–$75M; 6% above $75M; aggregate cash cap $10M.
  • Equity revenue share: formulaic issuances for revenue above $50M, capped at the lesser of 2.5% of fully diluted shares or $3.0M grant‑date value.

Why It Matters
This deal adds licensed security personnel and response capabilities to Knightscope’s existing robotics and AI platform, allowing the company to bid for contracts that require licensed guarding and offer an integrated “sensing → verification → response” service. For investors, key takeaways are (1) potential revenue and contract opportunities from combined technology + human services, (2) near‑term cash and stock consideration already issued ($6.1M funded and 1.7M shares), and (3) future potential cash and equity obligations tied to revenue and margin targets (earn‑outs and revenue shares) that could affect cash flow and dilution. Financial statements and pro forma information for Event Risk will be filed later by amendment.