SEC Comment Letter for Knightscope, Inc. (KSCP) (CIK 0001600983) (KSCP) — Jun 13, 2019
Knightscope, Inc. (KSCP) (CIK 0001600983)
Date: June 13, 2019 · CIK: 0001600983 · Accession: 0000000000-19-009826
AI Filing Summary & Sentiment
File numbers found in text: 024-11004
Letter
June 13, 2019 William Santana Li Chief Executive Officer Knightscope, Inc. 1070 Terra Bella Avenue Mountain View, CA 94043 Re:Knightscope, Inc. Offering Circular on Form 1-A Filed on May 21, 2019 File no. 024-11004 Dear Mr. Santana Li: We have reviewed your offering statement and have the following comments. In some of our comments, we may ask you to provide us with information so 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 our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your offering statement and the information you provide in response to these comments, we may have additional comments. Part II and III of the Offering Circular Summary, page 3 1.Please revise to include the conversion ratio for your Series S Preferred shares. 2.Please confirm, if accurate, that there are no shares of Class A common stock presently outstanding. The holders of the Shares may be further diluted by, or your liquidation preference may become junior to, subsequent offerings., page 8 3.Please revise your risk factor to specifically reference your concurrent offering of Series S Preferred Shares under the exemption from registration provided by Regulation D. The company is controlled by its officers and other stockholders., page 15 4.Please revise to quantify the percentage control held by Mr. Santana Li and Ms. Stephens.
FirstName LastNameWilliam Santana Li Comapany NameKnightscope, Inc. June 13, 2019 Page 2 FirstName LastName William Santana Li Knightscope, Inc. June 13, 2019 Page 2 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 prior to 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 Robert Shapiro, Senior Staff Accountant, at 202-551-3273, or Robert S. Littlepage, Accounting Branch Chief, at 202-551-3361, if you have questions regarding comments on the financial statements and related matters. Please contact Paul Fischer, Staff Attorney, at 202-551-3415, or Celeste M. Murphy, at 202-551-3257, with any other questions. Sincerely, Division of Corporation Finance Office of Telecommunications cc: Mariya Pivtoraiko
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June 13, 2019
William Santana Li
Chief Executive Officer
Knightscope, Inc.
1070 Terra Bella Avenue
Mountain View, CA 94043
Re:Knightscope, Inc.
Offering Circular on Form 1-A
Filed on May 21, 2019
File no. 024-11004
Dear Mr. Santana Li:
We have reviewed your offering statement and have the following comments. In some of
our comments, we may ask you to provide us with information so 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 our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response. After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Part II and III of the Offering Circular
Summary, page 3
1.Please revise to include the conversion ratio for your Series S Preferred shares.
2.Please confirm, if accurate, that there are no shares of Class A common stock presently
outstanding.
The holders of the Shares may be further diluted by, or your liquidation preference may become
junior to, subsequent offerings., page 8
3.Please revise your risk factor to specifically reference your concurrent offering of Series S
Preferred Shares under the exemption from registration provided by Regulation D.
The company is controlled by its officers and other stockholders., page 15
4.Please revise to quantify the percentage control held by Mr. Santana Li and Ms. Stephens.
FirstName LastNameWilliam Santana Li
Comapany NameKnightscope, Inc.
June 13, 2019 Page 2
FirstName LastName
William Santana Li
Knightscope, Inc.
June 13, 2019
Page 2
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 prior to
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 Robert Shapiro, Senior Staff Accountant, at 202-551-3273, or Robert S.
Littlepage, Accounting Branch Chief, at 202-551-3361, if you have questions regarding
comments on the financial statements and related matters. Please contact Paul Fischer, Staff
Attorney, at 202-551-3415, or Celeste M. Murphy, at 202-551-3257, with any other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc: Mariya Pivtoraiko