Knightscope, Inc._June 30, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41248

Knightscope, Inc.

(Exact name of registrant as specified in its charter)

Delaware

46-2482575

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

305 North Mathilda Avenue

Sunnyvale, CA 94085

(Address of Principal Executive Offices) (Zip Code)

(650) 924-1025

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 Par Value per Share	KSCP	The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒	Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 7, 2026, there were 23,328,262 shares of the registrant’s Class A Common Stock outstanding and 290,095 shares of the registrant’s Class B Common Stock outstanding.

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		Page
Part I	Financial Information	5

Item 1.	Financial Statements	5

	Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 (Unaudited)	5

	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 (Unaudited)	6

	Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025 (Unaudited)	7

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (Unaudited)	9

	Notes to Condensed Consolidated Financial Statements (Unaudited)	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37

Item 4.	Controls and Procedures	38

Part II	Other Information	39

Item 1.	Legal Proceedings	39

Item 1A.	Risk Factors	39

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 3.	Defaults Upon Senior Securities	39

Item 4.	Mine Safety Disclosures	39

Item 5.	Other Information	39

Item 6.	Exhibits	40

Signatures		42

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This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, including profitability, our business strategy and plans, market growth, product and service releases, the status of product development, compliance with applicable listing requirements or standards of The Nasdaq Capital Market (“Nasdaq”), demand for our products and services, and our objectives for future operations, are forward-looking statements. In some cases, the words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” or the negative of these terms and similar expressions are intended to identify forward-looking statements.

Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

●

The success of our products, which will require significant capital resources and years of development efforts;

●

Our deployments and market acceptance of our products;

●

Our ability to protect our intellectual property and to develop, maintain and enhance a strong brand;

●

Our limited operating history by which performance can be gauged;

●

Our ability to continue as a going concern;

●

The failure to identify, consummate, effectively integrate or realize the expected benefits from acquisitions could adversely affect our growth and our business, financial condition, and results of operations.

●

Our ability to comply with all applicable listing requirements or standards of The Nasdaq Capital Market;

●

Our ability to operate and collect digital information on behalf of our clients, which is dependent on the privacy laws of jurisdictions in which our Autonomous Security Robots (“ASRs”) and Emergency Communication Devices (“ECDs”) operate, as well as the corporate policies of our clients, which may limit our ability to fully deploy our technologies in various markets;

●

Our ability to raise capital; and

●

Our ability to manage our research, development, expansion, growth, and operating expenses.

We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of known and unknown risks, uncertainties, and assumptions and other important factors that could cause actual results to differ materially from those stated, including:

●

We have not yet generated any profits or significant revenues, and we anticipate that we will incur continued losses for the foreseeable future as we execute our business strategy to generate significant revenues and profitability, which may not occur.

●

The report of our independent registered public accounting firm expresses substantial doubt about our ability to continue as a going concern, and we may not be able to continue to operate the business if we are not successful in securing additional funding.

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●

Investment in new products and services may not achieve expected returns and could disrupt our ongoing business, present risks not originally contemplated and materially adversely affect our business, reputation, results of operations and financial condition.

●

We are subject to potential fluctuations in operating results due to our sales cycle.

●

We are subject to the loss of contracts, due to terminations, non-renewals or competitive re-bids, which could adversely affect our results of operations and liquidity, including our ability to secure new contracts from other customers.

●

Our ability to acquire companies.

●

Our future operating results are difficult to predict and may be affected by a number of factors, many of which are outside of our control.

●

Our financial results will fluctuate in the future, which makes them difficult to predict.

●

Changes in global economic conditions-including, but not limited to, changes in inflation, interest rates, tariffs, and other trade restrictions-could reduce customer spending and impact the financial stability of our clients and business partners. These effects may, in turn, negatively influence our financial health, operational performance, and available cash resources.

●

Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations.

●

We cannot assure you that we will effectively manage our growth.

●

Our costs may grow more quickly than our revenues, harming our business and profitability.

●

Any debt arrangements that we enter into may impose significant operating and financial restrictions on us, which may prevent us from capitalizing on business opportunities. A breach of any of the restrictive covenants under such debt arrangements may cause us to be in default under our debt arrangements, and our lenders could foreclose on our assets.

Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. Our forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q, and we undertake no obligation to update any of these forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q or to conform these statements to actual results or revised expectations, except as required by applicable law.

In this Quarterly Report on Form 10-Q, the words “we,” “us,” “our,” the “Company” and “Knightscope” refer to Knightscope, Inc., unless the context requires otherwise.

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PART I —FINANCIAL INFORMATION

Item 1. Financial Statements

KNIGHTSCOPE, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)


	June 30,		December 31,
	2026		2025
	(unaudited)		(1)
ASSETS
Current assets:
Cash and cash equivalents	$	8,160	$	20,566
Accounts receivable, net of allowance for credit losses of $402 and $212 as of June 30, 2026 and December 31, 2025, respectively		4,465		2,142
Inventory		2,684		2,319
Prepaid expenses and other current assets		2,104		1,344
Total current assets		17,413		26,371

Autonomous Security Robots, net		8,020		7,707
Property, equipment and software, net		1,419		1,064
Operating lease right-of-use-assets		2,915		2,745
Goodwill		9,598		1,922
Intangible assets, net		16,022		924
Other assets		539		525
Total assets	$	55,926	$	41,258

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,417	$	2,538
Accrued expenses and other current liabilities		8,617		1,822
Deferred revenue		1,862		1,286
Operating lease liabilities, current		790		555
Debt obligations, current		337		405
Total current liabilities		15,023		6,606

Non-current liabilities:
Debt obligations, net of debt issuance costs of $199 and $238 as of June 30, 2026 and December 31, 2025, respectively		4,054		4,015
Operating lease liabilities, noncurrent		2,769		2,805
Contingent consideration and other noncurrent liabilities		4,485		66
Total liabilities		26,331		13,492

Commitments and contingencies (Note 8)

Stockholders’ equity:
Preferred Stock, $0.001 par value; 40,000,000 shares authorized, no shares issued or outstanding		—		—
Class A Common Stock, $0.001 par value, 228,000,000 shares authorized as of June 30, 2026 and December 31, 2025, 19,495,747 and 12,194,078 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		19		12
Class B Common Stock, $0.001 par value, 30,000,000 shares authorized as of June 30, 2026 and December 31, 2025, 290,095 and 336,424 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		—		—
Additional paid-in capital		280,993		254,761
Accumulated deficit		(251,417)		(227,007)
Total stockholders’ equity		29,595		27,766
Total liabilities and stockholders’ equity	$	55,926	$	41,258

(1)

The condensed balance sheet as of December 31, 2025 was derived from the audited balance sheet as of that date.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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KNIGHTSCOPE, INC.

Condensed Consolidated Statements of Operations

(In thousands, except share and per share data)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Revenue, net
Service	$	8,638	$	2,079	$	12,810	$	4,187
Product		386		670		2,230		1,479
Total revenue, net		9,024		2,749		15,040		5,666
Cost of revenue
Service		7,750		2,844		11,992		5,600
Product		610		823		1,919		1,652
Total cost of revenue		8,360		3,667		13,911		7,252
Gross margin (loss)		664		(918)		1,129		(1,586)

Operating expenses:
Research and development		6,041		2,099		10,722		4,224
Sales, general and administrative		7,716		3,251		13,828		7,286
Total operating expenses		13,757		5,350		24,550		11,510

Loss from operations		(13,093)		(6,268)		(23,421)		(13,096)

Other income (expense), net:
Change in fair value of contingent consideration and acquisition-related liabilities		(1,003)		—		(1,003)		—
Interest expense, net		(69)		(73)		(84)		(154)
Other income, net		75		12		98		24
Total other income (expense), net		(997)		(61)		(989)		(130)

Net loss before income tax expense		(14,090)		(6,329)		(24,410)		(13,226)
Income tax expense		—		—		—		—
Net loss	$	(14,090)	$	(6,329)	$	(24,410)	$	(13,226)
Basic and diluted net loss per common share	$	(0.79)	$	(0.90)	$	(1.54)	$	(2.13)
Weighted average shares used to compute basic and diluted net loss per share		17,925,096		6,995,145		15,814,335		6,204,242

The accompanying notes are an integral part of these condensed consolidated financial statements.

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KNIGHTSCOPE, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands, except share and per share data)

(Unaudited)


		Class A				Class B
		Common				Common			Additional				Total
		Stock				Stock			Paid-in		Accumulated		Stockholders’
		Shares		Amount		Shares	Amount		capital		Deficit		Equity
Balance as of March 31, 2025		6,564,466		$	7	336,759	$	—	$	218,245	$	(200,089)	$	18,163

Stock-based compensation		—			—	—		—		385		—		385

Proceeds from Equity Sale, net of issuance costs		531,884			—	—		—		2,863		—		2,863

Issuance of vendor warrants for consulting services		—			—	—		—		33		—		33

Net loss		—			—	—		—		—		(6,329)		(6,329)

Balance as of June 30, 2025		7,096,350		$	7	336,759	$	—	$	221,526	$	(206,418)	$	15,115


		Class A				Class B
		Common				Common				Additional						Total
		Stock				Stock				Paid-in			Accumulated			Stockholders’
		Shares		Amount		Shares	Amount			capital			Deficit			Equity
Balance as of December 31, 2024		4,065,347		$	4	336,759	$	—		$	208,969		$	(193,192)		$	15,781

Stock-based compensation		—			—	—		—			807			—			807

Proceeds from Equity Sale, net of issuance costs		1,779,720			1	—		—			10,273			—			10,274

Proceeds from Direct Registration Offering		625,000			1	—		—			1,435			—			1,436

Issuance of vendor warrants for consulting services		—			—	—		—			43			—			43

Prefunded warrants exercised		626,283			1	—		—			(1)			—			—

Net loss		—			—	—		—			—			(13,226)			(13,226)

Balance as of June 30, 2025		7,096,350		$	7	336,759	$	—		$	221,526		$	(206,418)		$	15,115

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		Class A				Class B
		Common				Common			Additional				Total
		Stock				Stock			Paid-in		Accumulated		Stockholders’
		Shares		Amount		Shares	Amount		capital		Deficit		Equity
Balance as of March 31, 2026		15,947,845		$	16	335,068	$	—	$	271,313	$	(237,327)	$	34,002

Stock-based compensation		—			—	—		—		299		—		299

Proceeds from Equity Sale, net of issuance costs		3,502,929			3	—		—		9,381		—		9,384

Share conversion to Class A Common Stock		44,973			—	(44,973)		—		—		—		—

Net loss		—			—	—		—		—		(14,090)		(14,090)

Balance as of June 30, 2026		19,495,747		$	19	290,095	$	—	$	280,993	$	(251,417)	$	29,595


		Class A				Class B
		Common				Common			Additional				Total
		Stock				Stock			Paid-in		Accumulated		Stockholders’
		Shares		Amount		Shares	Amount		capital		Deficit		Equity
Balance as of December 31, 2025		12,194,078		$	12	336,424	$	—	$	254,761	$	(227,007)	$	27,766

Stock-based compensation		—			—	—		—		624		—		624

Proceeds from Equity Sale, net of issuance costs		5,530,922			5	—		—		18,333		—		18,338

Knightscope Security Force acquisition		1,724,418			2	—		—		7,275		—		7,277

Share conversion to Class A Common Stock		46,329			—	(46,329)		—		—		—		—

Net loss		—			—	—		—		—		(24,410)		(24,410)

Balance as of June 30, 2026		19,495,747		$	19	290,095	$	—	$	280,993	$	(251,417)	$	29,595

The accompanying notes are an integral part of these condensed consolidated financial statements.

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KNIGHTSCOPE, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2026		2025
Cash Flows From Operating Activities
Net loss	$	(24,410)	$	(13,226)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,013		1,295
Loss on disposal of Autonomous Security Robots		125		36
(Gain)/Loss on disposal of property and equipment		30		(17)
Stock compensation expense		624		807
Change in fair value of contingent consideration and acquisition-related liabilities		1,003		—
Warrants issued in exchange for consulting services		—		43
Change in allowance for credit losses		190		16
Accrued interest		211		210
Amortization of debt discount		39		39
Changes in operating assets and liabilities:
Accounts receivable		(726)		(776)
Inventory		(366)		55
Prepaid expenses and other assets		(295)		(413)
Accounts payable		(178)		(350)
Accrued expenses and other current liabilities		(1,258)		303
Deferred revenue		(79)		(62)
Lease liabilities and other noncurrent liabilities		(22)		175
Net cash used in operating activities		(23,099)		(11,865)

Cash Flows From Investing Activities
Purchases and related costs incurred for Autonomous Security Robots		(1,323)		(1,005)
Knightscope Security Force acquisition, net of cash acquired		(5,497)		—
Purchases of property and equipment		(396)		(181)
Net cash used in investing activities		(7,216)		(1,186)

Cash Flows From Financing Activities
Proceeds from equity sale, net of issuance costs		18,338		10,274
Proceeds for the issuance of common stock and pre-funded warrants sold for cash, net of issuance costs		—		1,436
Repayments of debt obligations		(429)		(1,674)
Net cash provided by financing activities		17,909		10,036
Net change in cash and cash equivalents		(12,406)		(3,015)
Cash and cash equivalents at beginning of the period		20,566		11,226
Cash and cash equivalents at end of the period	$	8,160	$	8,211
Supplemental Disclosure of Cash Flow Information
Capital expenditures in accounts payable and other accrued expenses	$	116	$	22
Operating lease liabilities arising from obtaining right-of-use-assets	$	481	$	2,901
Contingent consideration and acquisition-related liabilities for Knightscope Security Force acquisition	$	5,191	$	—
Financing of insurance premiums	$	361	$	591

The accompanying notes are an integral part of these condensed consolidated financial statements.

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KNIGHTSCOPE, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1: The Company and Summary of Significant Accounting Policies

Description of Business

Knightscope, Inc. (the "Company," "we," "us" or "our"), a Delaware corporation, is a security technology and managed services company focused on delivering an Autonomous Security Force ("ASF") platform that combines autonomous machines, software, real-time monitoring, and licensed security personnel to support the protection of people, property, and places.

The Company provides its ASF platform as a single, integrated managed services offering, combining Autonomous Security Robots ("ASRs"), comprising of stationary and autonomous, mobile platforms; Emergency Communication Devices ("ECDs"); and licensed security personnel, including armed and unarmed security agents and executive protection services, added through the Company's acquisition of Event Risk, LLC on February 27, 2026 and operating under the Knightscope Security Force brand.

These components are supported by real-time monitoring services delivered through the Company's cloud-based Knightscope Security Operations Center ("KSOC") for ASRs, Knightscope Emergency Management System ("KEMS") for ECDs, and Risk & Threat Exposure ("RTX") remote monitoring team.

Headquartered in Sunnyvale, California and founded in April 2013, the Company offers its integrated solutions to commercial and government clients in the United States.

Basis of Presentation and Liquidity

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s fiscal year end is December 31.

The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures have been condensed or omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair presentation of the periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year or for any future interim periods. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 27, 2026. The Company’s significant accounting policies are described in Note 1 to those audited financial statements.

In accordance with Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern, the Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued.

The condensed consolidated 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 $8.2 million as of June 30, 2026, compared to $20.6 million as of December 31, 2025. The Company has historically incurred losses and negative cash flows from operations. As of June 30, 2026, the Company also had an accumulated deficit of approximately $251.4 million and stockholders’ equity of approximately $29.6 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. New financings may not be available to the Company on commercially acceptable terms, or at all. If the Company is unable to obtain additional capital, the Company will assess its capital resources and may be required to delay, reduce the

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scope of, or eliminate some or all of its operations, including capital expenditures, or downsize its organization, any of which may have a material adverse effect on its business, financial condition, results of operations, and ability to operate as a going concern. 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.

The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts have been eliminated.

Segments

On February 27, 2026 (the “Closing Date”), the Company entered into a Securities Purchase Agreement with Event Risk LLC, an Indiana limited liability company (“Event Risk”) and a provider of security guarding, executive protection, investigations, and risk mitigation services operating throughout the United States, and Eric Rose (together with Event Risk, the “Seller”), pursuant to which the Company acquired all of the issued and outstanding membership interests of Event Risk (the “Acquired Interests”) for total purchase consideration of approximately $18.0 million (the “KSF Acquisition”). Event Risk operates as a wholly owned subsidiary of the Company doing business as Knightscope Security Force (“KSF” or “Security Force”).

Subsequent to March 31, 2026 and in connection with the integration of Security Force operations into the Company's broader Autonomous Security Force strategy, management, including the Company’s Chief Executive Officer who is its chief operating decision maker (“CODM,”) reassessed the Company's operating and reportable segments. As the Company has continued to combine its autonomous machines, orchestration software, and licensed armed and unarmed security agents into a single, integrated managed services offering, the CODM began reviewing consolidated operating results, including consolidated revenue and profitability measures, as one operating unit rather than two operating segments, which were previously identified as Core Technology Development and Operations and Acquired Security Force. Accordingly, effective for the quarter ended June 30, 2026, the Company determined that it operates as a single reportable segment, consistent with how the CODM allocates resources to, and assesses the performance of, the combined platform.

This change in reportable segments did not result from a divestiture, discontinuation, or other change in the underlying business, but rather reflects the evolution of the Company's internal reporting structure as KSF operations became increasingly integrated with the Company's core technology offerings, as contemplated at the time of the KSF Acquisition. The change did not affect the Company's previously reported consolidated financial results. The Company operates as a single reportable segment for the three months ended June 30, 2026 and thereafter. Prior period segment information has been recast to conform to the current presentation, where applicable.

All of the Company’s long-lived assets are located in the United States, and all of the Company’s revenue is derived from customers located in the United States.

Reclassifications

Certain reclassifications have been made to the fiscal year 2025 condensed financial statements to conform to the fiscal year 2026 presentation. The Company combined sales, general and administrative expenses on the Condensed Consolidated Statements of Operations. The reclassifications had no impact on total assets, total liabilities, stockholders’ equity or net loss.

Comprehensive Loss

Net loss was equal to comprehensive loss for the three and six months ended June 30, 2026 and 2025.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, 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, determining the fair value of assets acquired and liabilities assumed, impairment of goodwill and long-lived assets, warranty and allowance for credit losses,

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determination of deferred tax valuation allowances and estimating fair values of the Company’s share-based awards, inclusive of any contingent assets and liabilities. Actual results could differ from those estimates, and such differences may be material to the condensed consolidated 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.

Concentrations of Credit Risk

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 Knightscope Security Operations Center (“KSOC”), the sale of ECDs, the performance of the full-service maintenance (“FSM”) contracts with certain clients and services contracted for human guarding-related services. 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 a $0.4 million and $0.2 million allowance for credit losses on its accounts receivable as of June 30, 2026 and December 31, 2025, respectively.

The following table represents the Company’s customers that accounted for more than 10% of total revenue, net for the periods:


	Three Months Ended June 30			Six Months Ended June 30
		2026	2025		2026	2025
Customer A		22%	*		18%	*
Customer B		17%	*		14%	*
Customer C		15%	*		12%	*
Customer D		11%	*		*	*
Customer E		*	13%		*	17%

*	Less than 10%

The following table represents the Company’s customers that accounted for more than 10% of total accounts receivable, net as of:


	June 30,		December 31,
	2026		2025
Customer C		17%		*
Customer F		18%		28%
Customer G		*		11%

*	Less than 10%

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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. The following table presents the components of inventory (in thousands):


	June 30,		December 31,
	2026		2025
Raw materials	$	2,528	$	2,051
Work in process		49		131
Finished goods		107		137
	$	2,684	$	2,319

Autonomous Security Robots, net

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 is included in research and development expense, sales, general and administrative expense, and cost of revenue on the Company’s Condensed Consolidated Statements of Operations. Depreciation expense on finished ASRs was $0.5 million for the three months ended June 30, 2026 and 2025. Depreciation expense on finished ASRs was $0.9 million and $1.0 million for the six months ended June 30, 2026 and 2025, respectively.

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


	June 30,		December 31,
	2026		2025
Raw materials	$	2,926	$	2,546
ASRs in progress		173		247
Finished ASRs		9,863		9,074
		12,962		11,867
Less: accumulated depreciation on Finished ASRs		(4,942)		(4,160)
ASRs, net	$	8,020	$	7,707

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


	June 30,		December 31,
	2026		2025
ASRs on lease or available for lease	$	8,602	$	8,025
Demonstration ASRs		321		235
Research and development ASRs		541		439
Charge boxes		399		375
		9,863		9,074
Less: accumulated depreciation		(4,942)		(4,160)
Finished ASRs, net	$	4,921	$	4,914

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Goodwill and Intangible Assets, net

The Company recorded goodwill of $1.9 million related to the Case Emergency Systems (“CASE”) acquisition completed in 2022. On February 27, 2026, the Company recorded goodwill of $7.7 million related to the KSF Acquisition. 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 six months ended June 30, 2026 and 2025.

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


		June 30, 2026
	Amortization	Gross
	Period	carrying		Accumulated		Carrying
Intangible assets with determinable lives	(years)	amount		amortization		amount, net
Developed technology	5	$	990	$	(734)	$	256
Customer relationships	6.7 - 8		16,450		(1,215)		15,235
Non-compete	5		570		(39)		531
Total		$	18,010	$	(1,988)	$	16,022


				December 31, 2025
		Amortization		Gross
		Period		carrying			Accumulated			Carrying
Intangible assets with determinable lives		(years)		amount			amortization			amount, net
Developed technology		5		$	990		$	(635)		$	355
Customer relationships		8			950			(381)			569
Total				$	1,940		$	(1,016)		$	924

Intangible assets amortization expense totaled $0.7 million and $0.1 million for the three months ended June 30, 2026 and 2025, respectively. Intangible assets amortization was recorded in sales, general and administrative and cost of revenue - service on the Company’s Condensed Consolidated Statements of Operations.

Intangible assets amortization expense totaled $1.0 million and $0.2 million for the six months ended June 30, 2026 and 2025, respectively. Intangible assets amortization was recorded in sales, general and administrative and cost of revenue - service on the Company’s Condensed Consolidated Statements of Operations.

As of June 30, 2026, future intangible assets amortization expense for each of the next five years and thereafter is as follows (in thousands):


Year ending December 31,		Amount
2026 (remaining six months)		$	1,377
2027			2,714
2028			2,557
2029			2,558
2030			2,534
2031 and thereafter			4,282
Total		$	16,022

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Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


		June 30,			December 31,
		2026			2025
Customer deposits		$	3,022		$	146
Payroll and payroll taxes			2,260			457
Contingent consideration - short term			920			—
Acquisition-related liabilities - short term			804			—
Sales tax			368			42
Warranty liability			282			354
Legal, consulting and financial services			212			268
Accrued interest			211			—
Credit cards			154			176
Other			384			379
		$	8,617		$	1,822

Warranty Liability

The liability for estimated warranty claims is accrued at the time of sale, and the expense is recorded in the Condensed Consolidated Statements of Operations in cost of revenue - 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 six months ended June 30, 2026 consisted of the following (in thousands):


		June 30,
		2026			2025
Balance January 1,		$	354		$	364
Provision for warranties issued			134			123
Warranty services provided			(206)			(125)
		$	282		$	362

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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.

Basic and Diluted Net Loss per Share

Net loss per share of 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. The voting, dividend, liquidation and other rights and powers of the common stock are subject to and qualified by the rights, powers and preferences of any series of preferred stock as may be designated by the Company’s Board of Directors and outstanding from time to time. 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 is computed by dividing net loss attributable to common stockholders (net adjusted for preferred stock dividends declared or accumulated) by the weighted average number of common shares 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 for the three and six months ended June 30, 2026 and 2025 consist of the following:


		June 30,		June 30,
		2026		2025
Warrants to purchase common stock (convertible to Class A Common Stock)		186,411		186,411
Stock options		3,285,642		314,951
Total potentially dilutive shares		3,472,053		501,362

As all potentially dilutive securities are anti-dilutive as of June 30, 2026 and 2025, diluted net loss per common share is the same as basic net loss per common share for each period.

Accounting Pronouncements Adopted in 2026

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to measure credit losses on accounts receivable and contract assets. The Company adopted this standard on January 1, 2026. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires the disaggregation of certain expenses in the notes to the financial statements, to provide enhanced transparency into the

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expense captions presented on the face of the income statement. It is effective on a prospective basis for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027 with early adoption permitted. Management does not believe the implementation of this standard will have a material impact on the Company’s consolidated financial statements but will require additional disclosures when adopted.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which intends to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, and permits prospective or full retrospective adoption. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to U.S. GAAP. The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years. Entities are required to apply the amendments to ASC 260 retrospectively. All other amendments may be applied prospectively or retrospectively. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

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 condensed consolidated financial statements.

NOTE 2: Business Combination

Acquisition of Event Risk LLC (d.b.a. Knightscope Security Force)

On the Closing Date, the Company closed the KSF Acquisition. Since the Closing Date, and as of the quarter ended June 30, 2026, the KSF operations have become increasingly integrated with the Company’s core technology offerings.

The KSF Acquisition has been accounted for as a business combination in accordance with ASC 805, Business Combinations, using the acquisition method of accounting. Accordingly, the assets acquired and liabilities assumed were recorded at their estimated fair values as of the Closing Date.

As a result of the KSF Acquisition, the Company recorded goodwill of $7.7 million and an intangible asset related to customer relationships of $15.5 million. The customer relationships intangible asset is being amortized over its estimated useful life of 6.7 years. Goodwill represents the value of the assembled workforce and expected synergies from integrating the acquired business with the Company’s existing operations. Goodwill is not deductible for tax purposes.

The assets and liabilities of the KSF Acquisition, both tangible and intangible, were recorded at their estimated fair values as of the Closing Date. Acquisition-related costs, including legal, accounting, valuation, and other professional fees, were expensed as incurred and totaled $1.0 million in the six months ended June 30, 2026. These costs are included in sales, general and administrative expenses in the unaudited Condensed Consolidated Statements of Operations.

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The following table summarizes the preliminary purchase price allocation as of the Closing Date (in thousands):


Consideration Paid:
Closing cash payment	$	5,000
Settlement of Event Risk Debt		1,141
Issuance of 1,724,418 shares of Knightscope, Inc. Class A Common Stock		7,277
Deferred cash payments totaling $4.0 million, payable in quarterly installments of $0.5 million from March 31, 2027 through December 31, 2028		3,351
Earn-out payments of up to $2.0 million tied to 2026 revenue and gross margin thresholds		1,067
Cash revenue share payments (capped at $10.0 million aggregate) for calendar years 2027 - 2031		1,652
Equity revenue share issuances (subject to the aggregate cap of the lower of (i) 2.5% of the fully diluted shares outstanding and (ii) $3.0 million in grant-date value)		10
Preliminary working capital adjustment		(888)
Less: Fair value of non-compete agreement		(570)
Total consideration transferred	$	18,040

The KSF Acquisition includes the potential for future payment of consideration to the Seller upon achieving revenue or gross margin milestones. The deferred cash payments, earn-out payments, and revenue share payments, together with the final working capital adjustment and non-compete agreement above, are collectively reported as contingent consideration and acquisition-related liabilities on the Company’s Condensed Consolidated Balance Sheets. These liabilities represent the estimated fair value of future amounts payable to the Seller and is determined using unobservable inputs (Level 3). The fair values of the contingent consideration and acquisition-related liabilities are estimated using Monte Carlo simulations, discounted cash flows, management’s estimates and entity-specific assumptions, and are evaluated on an ongoing basis with changes in the fair value recorded in the Condensed Consolidated Statement of Operations. Key assumptions include the discount rate and expected volatility rate, which were 10.0% and 12%, respectively, as of the Closing Date, and probability-weighted projections of revenue, net and gross margin. The ultimate payment amounts will be determined based on the actual results achieved by KSF.

The purchase consideration was preliminarily allocated as follows (in thousands):


		February 27,
		2026
Cash and cash equivalents		$	644
Accounts receivable			1,787
Prepaid expenses and other current assets			118
Property, equipment and software, net			30
Acquisition-related intangibles			15,500
Total Assets			18,079

Accounts payable			942
Accrued expenses and other current liabilities			6,118
Deferred revenue			655
Total Liabilities			7,715
Fair value of net assets acquired			10,364
Goodwill			7,676
Total purchase consideration		$	18,040

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The following is a summary of identifiable intangible asset acquired and the related expected life for the finite-lived intangible asset (in thousands, except years):


	Useful
	Life	Fair
Intangible assets with determinable lives	(years)	Value
Customer relationships	6.7	15,500

Valuation Assumptions for Purchase Price Allocation

Our valuation assumptions used to value the acquired assets and assumed liabilities require significant estimates, especially with respect to intangible assets. In determining the fair value of intangible assets acquired, the Company must make assumptions about the future performance of the acquired businesses, including among other things, the forecasted revenue growth attributable to the asset groups and projected operating expenses and other benefits expected to be achieved by combining the business acquired with the Company. The intangible assets acquired are primarily comprised of customer relationships. The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the preliminary purchase price allocation. The estimated fair value of the customer relationships was determined using the multi-period excess earnings method. This method requires forward-looking estimates that are discounted to determine the fair value of the intangible asset using a risk-adjusted discount rate that is reflective of the level of risk associated with future estimates associated with the asset group that could be affected by future economic and market conditions.

From the Closing Date, KSF contributed revenues of $9.2 million, gross margin of $2.0 million and net income of $0.2 million, which are included in the Condensed Consolidated Statement of Operations for the six months ended June 30, 2026.

Separate Transactions

Contemporaneously with the execution of the Securities Purchase Agreement, the Company entered into a Confidentiality, Non-competition, Non-solicitation, and Assignment of Rights Agreement and an Employment Agreement with Eric Rose. These transactions were accounted for separately from the business combination. The Company recognized a Non-compete asset of $0.6 million related to the Confidentiality, Non-competition, Non-solicitation, and Assignment of Rights Agreement and allocated consideration transferred from the KSF Acquisition to the non-compete asset based on the Closing Date fair value of the non-compete asset. The estimated fair value of the non-compete asset was determined using the with and without method. This method requires forward-looking estimates that are discounted to determine the fair value of the intangible asset using a risk-adjusted discount rate that is reflective of the level of risk associated with future estimates associated with the asset group that could be affected by future economic and market conditions. The non-compete asset is recorded within intangible assets, net on the Company’s Condensed Consolidated Balance Sheets and will be amortized over 5 years based on its economic life. The Employment Agreement relates to the provision of services subsequent to the Closing Date and compensation expense related to this agreement is considered compensation in the post combination period.

Supplemental Unaudited Pro Forma Information

Following are the supplemental consolidated financial results of Knightscope and KSF on an unaudited pro forma basis, as if the acquisition had been consummated, and the Company’s accounting policies had been applied, as of the beginning of the fiscal year 2025 (i.e. January 1, 2025). The pro forma financial information is not necessarily indicative of the results of operations that would have been achieved if the acquisition had been effective as of that date, or of future results of combined company.

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The pro forma results include certain transaction accounting adjustments related to purchase accounting, primarily of acquisition-related intangible asset of $0.6 million and $1.2 million for the three months and six months ended June 30, 2025, respectively, and other adjustments related to interest expense on acquisition debt and state income tax expenses for both periods. The unaudited pro forma information which combines the historical results of Knightscope and KSF for the three and six months ended June 30, 2026 and 2025 is as follows (in thousands):


	Three Months Ended June 30				Six Months Ended June 30
		2026		2025		2026		2025
Total revenue, net	$	9,024	$	6,219	$	18,986	$	13,397
Net loss	$	(14,090)	$	(6,981)	$	(24,095)	$	(14,540)

NOTE 3: Revenue and Deferred Revenue

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.

The Company recognizes ASR subscription revenue as follows: ASR subscription revenue is generated from the 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.

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 upon shipment of the product, at which point the Company generates 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 the 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.

Security Force related revenues

The Company also derives revenues from security guarding services, including armed and unarmed personnel, executive protection, and other ancillary services. Security Force revenue is recognized in the period the service is performed, and the Company has determined that the term of the contracts has been fulfilled. In certain cases, deferred revenues are 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

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●

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

Deferred revenue

In connection with the Company’s Machine-as-a-Service (“MaaS”) subscription for the Company’s ASRs, the Company’s standard billing terms are 1) annual in advance; 2) quarterly; or 3) monthly. 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.

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 12-month term.

The Company also records deferred revenue from unfinished contracts for certain ECD and Security Force-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 (in thousands):


		Six Months Ended
		June 30,
		2026			2025
Deferred revenue, beginning of period		$	1,286		$	1,883
Revenue recognized in the six months ended related to amounts included in deferred revenue at the beginning of the period			(823)			(1,416)
Deferred revenue, KSF Acquisition			655			—
Revenue deferred, net of revenue recognized on contracts in the respective period			744			1,354
Deferred revenue, end of period		$	1,862		$	1,821

The Company expects the balance of deferred revenue to be recognized in the next 12 months.

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

Customer Deposits

Customer deposits consist of advance payments received from customers for ECD sales, which are required based on credit evaluation, and deposits received for Security Force service contracts for which services have not yet been performed. The customer deposits are recorded as current liabilities and reclassed as 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. As a result of the KSF Acquisition, the Company added $4.7 million of customer deposits for one client; the balance for this client is $3.0 million as of June 30, 2026.

Disaggregation of revenue

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

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The following table summarizes revenue by product line and timing of recognition (in thousands):


		Three Months Ended June 30,
		2026									2025
		Point in time			Over time			Total			Point in time			Over time			Total
ASRs		$	(14)		$	933		$	919		$	12		$	1,134		$	1,146
ECDs			972			303			1,275			1,358			245			1,603
Security Force			-			6,830			6,830			-			-			-
Total		$	958		$	8,066		$	9,024		$	1,370		$	1,379		$	2,749


		Six Months Ended June 30,
		2026									2025
		Point in time			Over time			Total			Point in time			Over time			Total
ASRs		$	13		$	1,866		$	1,879		$	20		$	2,308		$	2,328
ECDs			3,410			570			3,980			2,863			475			3,338
Security Force			-			9,181			9,181			-			-			-
Total		$	3,423		$	11,617		$	15,040		$	2,883		$	2,783		$	5,666

Product Revenue, net

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

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.

NOTE 4: 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 contingent consideration and acquisition-related liabilities resulting from the KSF Acquisition. The inputs used in estimating the fair value of these liabilities at the Closing Date are described in Note 2 – Business Combination. As of June 30, 2026, key assumptions include the discount rate and expected volatility rate, which were 10.0% and 12%, respectively, and probability-weighted projections of revenue, net and gross margin.

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The following tables summarize, for each category of assets or liabilities carried at fair value, the respective fair value as of June 30, 2026 and December 31, 2025, and the classification by level of input within the fair value hierarchy (in thousands):


		Total			Level 1			Level 2			Level 3
June 30, 2026
Assets
Cash equivalents:
Money market funds		$	7,185		$	7,185		$	—		$	—
Liabilities
Contingent consideration liabilities		$	3,536		$	—		$	—		$	3,536
Acquisition-related liabilities			2,658			—			—			2,658


		Total			Level 1			Level 2			Level 3
December 31, 2025
Assets
Cash equivalents:
Money market funds		$	20,481		$	20,481		$	—		$	—

There were no transfers between Level 1, Level 2, or Level 3 assets or liabilities reported at fair value on a recurring basis during the periods presented, 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 contingent consideration and acquisition-related liabilities during the six-month period ended June 30, 2026, which were measured at fair value on a recurring basis (in thousands):


	Contingent		Acquisition-Related
	Consideration		Liabilities
Balance as of January 1, 2026	$	—	$	—
KSF acquisition		2,728		2,463
Change in fair value		808		985
Revaluation of acquisition-related liabilities		—		(790)
Balance as of June 30, 2026	$	3,536	$	2,658

NOTE 5: Debt Obligations

Public Safety Infrastructure Bonds

On September 29, 2023, the Company filed an Offering Circular on Form 1-A/A (File No. 024-12314) (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. 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.

August 2024 Note

On October 10, 2022, the Company entered into a Securities Purchase Agreement (the “2022 Purchase Agreement”) with Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (the “Holder”), pursuant to which the Company issued and sold to the Holder in a private placement (i) senior secured convertible notes (the “2022 Notes”), and (ii) warrants (the “2022 Warrants”) to purchase up to 1,138,446 shares of the Company’s Class A Common Stock. The 2022 Warrants included an adjustment mechanism, whereby the exercise price and number of shares issuable upon the exercise of the 2022 Warrants (the “Warrant Exercise Price”) were subject to adjustment from time to time, such that immediately after an issuance of shares of Class A Common Stock (a “Stock Issuance”), excluding an At The Market (“ATM”) offering, at any price per share of Class A Common Stock that was lower than the then in effect Warrant Exercise Price (the “Reset Price”),

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the Warrant Exercise Price would be reduced to equal the Reset Price, and the number of shares issuable upon the exercise of the 2022 Warrants would be increased to the number necessary to maintain the value of the 2022 Warrants immediately prior to such Stock Issuance. In connection with the entry into the 2022 Purchase Agreement, the Company and the Holder also entered into a registration rights agreement (the “2022 Registration Rights Agreement”), pursuant to which the Company agreed to provide the Holder with certain registration rights under the Securities Act.

On August 1, 2024 (the “Issuance Date”), the Company and the Holder entered into an Agreement and Waiver (the “Waiver”), pursuant to which, on the Issuance Date, the Company issued to the Holder a Senior Secured Promissory Note due on July 1, 2025, in an aggregate amount equal to $3.0 million (the “Principal”) in exchange for the cancellation of the Holder’s 2022 Warrants (the “August 2024 Note”). The Company agreed to pay the Principal in two separate installments: the first installment in an amount equal to $2.5 million was payable in 11 equal consecutive monthly installments beginning on September 1, 2024, and the second installment in an amount equal to $0.5 million was payable on the earlier of (x) October 15, 2024, and (y) upon any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents for cash consideration, indebtedness or a combination of units thereof (other than pursuant to a customary at the-market offering program and equity line of credits). Upon the occurrence of a Change of Control (as defined in the August 2024 Note), the Holder could, at its option, exercisable at any time commencing on the public announcement of such Change of Control until the 30th day after the consummation thereof, require the Company to repay the August 2024 Note in full. The August 2024 Note did not bear interest; provided, however, upon the occurrence and during the continuance of an Event of Default (as defined in the August 2024 Note), the outstanding principal amount of the Principal would, automatically upon the occurrence and during the continuance of such Event of Default, bear interest at a rate equal to ten percent of the amount payable per annum until such date that the Event of Default was cured or the August 2024 Note was paid in full.

Additionally, pursuant to the Waiver, the Holder agreed that the Company’s obligations under the 2022 Notes, the 2022 Purchase Agreement, the 2022 Registration Rights Agreement, the 2022 Warrants, and the other Transaction Documents (as defined in the 2022 Purchase Agreement) were satisfied in full and such documents were terminated, except that the Company shall continue to comply with and perform Section 4.10 of the 2022 Purchase Agreement and Section 6 of the 2022 Registration Rights Agreement, in each case which provide for indemnification, and which in each case survive and shall remain in full force and effect.

The Waiver and August 2024 Note contained various representations and warranties, affirmative and negative covenants, financial covenants, events of default and other provisions and obligations.

In connection with the entry into the Waiver and the August 2024 Note, on the Issuance Date, the Company and the Holder entered into a security agreement, pursuant to which the Company granted to the Holder a security interest in substantially all current and future properties, assets, and rights of the Company.

The August 2024 Note was paid in full on June 30, 2025.

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Insurance Notes

On February 4, 2025, the Company financed $0.3 million in business insurance premiums to be repaid in eleven installments of $24 thousand with a borrowing rate of 7.39% per year. On October 24, 2025, the Company financed additional business insurance premiums of $0.5 million to be repaid in eleven installments of $46 thousand with a borrowing rate of 6.65% per year. On January 27, 2026, the Company financed additional business insurance premiums of $0.4 million to be repaid in eleven installments of $34 thousand with a borrowing rate of 6.65% per year. As of June 30, 2026, the outstanding balance on the financing for the insurance premiums was $0.3 million.

The amortized carrying amount of the Company’s debt obligations consists of the following (in thousands):


	June 30,		December 31,
	2026		2025
Bonds, net of unamortized issuance costs of $199 and $238, respectively	$	4,054	$	4,015
Insurance Notes		337		405
Total debt		4,391		4,420
Less: current portion of debt obligations		(337)		(405)
Non-current portion of debt obligations	$	4,054	$	4,015

NOTE 6: Capital Stock and Warrants

On August 16, 2024, the Company held an annual meeting of stockholders at which the Company’s stockholders approved, among other items, amendments to the Certificate of Incorporation, to authorize 40,000,000 shares of “blank check” preferred stock, issuable in one or more series, and implement ancillary and conforming changes in connection with the authorization of “blank check” preferred stock and to remove provisions related to the Company’s former Super Voting Preferred Stock and Ordinary Preferred Stock, which are no longer outstanding. The term “blank check” preferred stock refers to preferred stock, the creation and issuance of which is authorized in advance by a company’s stockholders and the terms, rights and features of which are determined by the board of directors of a company without seeking further actions or vote of the stockholders.

The Company previously entered into an agreement that contemplated the potential issuance of up to 15,238 warrants (“Vendor Warrants”) to a vendor upon the completion of certain services and satisfaction of certain contractual conditions. In the Company’s determination, such agreement was breached by the vendor, services were not performed, conditions were not satisfied and accordingly no Vendor Warrants were issued.

A summary of the Company’s outstanding warrants as of June 30, 2026 is as follows:


Class of shares		Number of Warrants		Exercise Price			Expiration Date
Class A Common Stock (previously Series m-3 Preferred Stock)		28,656		$	200.00		December 31, 2027
Class A Common Stock (previously Series S Preferred Stock)		121,455		$	93.87		December 31, 2027
Class A Common Stock (Underwriter Warrants)		36,300		$	18.29		November 21, 2029

Common Stock Reserved for Future Issuance

Shares of common stock reserved for future issuance relate to outstanding preferred stock, warrants and stock options as follows:


		June 30,
		2026
Stock options to purchase common stock		3,285,642
Warrants outstanding for future issuance of common stock		186,411
Stock options available for future issuance		4,949,400
Total shares of Class A Common Stock reserved		8,421,453

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At-the-Market Offering Program

On February 1, 2023, the Company entered into an ATM Agreement with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may offer and sell from time-to-time shares of Class A Common Stock through or to Wainwright acting as sales agent or principal (the “ATM Facility”). The Company initially filed a prospectus supplement on February 9, 2023, for sales under the ATM Facility up to $20.0 million, which was further supplemented on April 8, 2024, June 7, 2024, October 11, 2024, and November 14, 2024.

On April 4, 2025, the Company filed a new shelf registration statement on Form S-3, pursuant to which the Company may, from time to time in one or more offerings, offer and sell up to $100.0 million in the aggregate of Class A Common Stock, preferred stock, debt securities, warrants and/or units, in any combination. The new shelf registration statement was declared effective on April 11, 2025. On July 18, 2025, the Company filed a new prospectus supplement for additional sales under the ATM Facility up to $50.0 million of shares of Class A Common Stock. As of August 7, 2026, we have approximately $5.6 million remaining to be sold pursuant to the new prospectus supplement and the accompanying prospectus related to the ATM Facility.

During the six months ended June 30, 2026, the Company issued 5,530,922 shares of Class A Common Stock under the ATM offering program for net proceeds of approximately $18.3 million, after brokerage and placement fees of approximately $0.5 million.

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 40,000 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 38,720 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 100,000 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 Class A Common Stock and Class B Common Stock outstanding on December 31st of the immediately preceding calendar year (rounded up to the nearest whole share) and (b) a number of shares determined by the plan administrator. 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 an exercise price of not less than 100% of the fair market value of the Company’s common stock on the date the option is granted. Options generally have a term of ten years from the date of grant. 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 of the Company’s classes of stock, may not exceed five years. The Board of Directors also determines the terms and conditions of awards, including

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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 non-employees 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 2022 Plan’s inception.

On December 1, 2025, the Board of Directors approved the 2025 Inducement Plan (the “Inducement Plan”) pursuant to which 5,000,000 shares of Class A Common Stock became issuable under the Inducement Plan. The Inducement Plan is generally subject to the same terms and conditions as the 2022 Plan and provides for the grant of awards to individuals who satisfy the standards for inducement grants under the relevant Nasdaq listing rules. As of June 30, 2026, the Company has issued 329,526 option awards under the Inducement Plan.

Stock option activity under all of the Company’s equity incentive plans for the six months ended June 30, 2026 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)
Available and outstanding as of December 31, 2025		7,275,841		332,676		$	36.10		7.45		$	6
2022 Plan increase		626,525		—			—
Granted		(3,048,398)		3,048,398			2.71
Forfeited		95,432		(95,432)			7.40
Available and outstanding as of June 30, 2026		4,949,400		3,285,642		$	5.95		9.63		$	—
Vested and exercisable as of June 30, 2026				255,093		$	42.75		6.49		$	—

The aggregate intrinsic value in the table above represents the total intrinsic value based on the Company’s closing stock price of $2.11 as of June 30, 2026, which would have been received by the option holders had all option holders exercised their options as of that date. The weighted average grant date fair value of options granted during the six-month period ended June 30, 2026 was $1.48 per share. There were no options exercised during the six-month periods ended June 30, 2026 or 2025. The fair value of stock options that vested during the six months ended June 30, 2026, and 2025 was $1.0 million and $1.3 million, respectively.

The determination of the fair value of options granted during the three and six months ended June 30, 2026 and 2025 is computed using the Black-Scholes option pricing model with the following weighted average assumptions:


		Three Months Ended					Six Months Ended
		June 30,					June 30,
		2026		2025			2026		2025
Risk-free interest rate		4.24	%	4.03	%		4.20	%	4.11	%
Expected dividend yield		—	%	—	%		—	%	—	%
Expected volatility		52.28	%	51.71	%		52.28	%	52.37	%
Expected term (in years)		6.1		6.1			6.1		6.1

A summary of stock-based compensation expense recognized in the Company’s Condensed Consolidated Statements of Operations is as follows (in thousands):


		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2026			2025			2026			2025
Cost of revenue		$	37		$	40		$	53		$	86
Research and development			86			115			175			263
Sales, general and administrative			176			230			396			458
Total		$	299		$	385		$	624		$	807

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As of June 30, 2026, the Company had unamortized stock-based compensation expense of $4.5 million that will be recognized over the weighted average remaining vesting term of options of 3.8 years. 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 is consistent with the expected life of the stock options. No dividend yield is included as the Company has not issued any dividends and does not anticipate issuing any dividends in the future.

NOTE 8: 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 Sunnyvale, California through June 30, 2030.

As of June 30, 2026 and December 31, 2025, the components of the Company’s leases and lease costs were as follows (in thousands):


		June 30, 2026			December 31, 2025
Operating leases
Operating lease ROU assets		$	2,915		$	2,745

Operating lease liabilities, current portion		$	790		$	555
Operating lease liabilities, non-current portion			2,769			2,805
Total operating lease liabilities		$	3,559		$	3,360

Operating lease costs		$	774		$	1,523

Operating lease costs were approximately $0.4 million and $0.5 million for the three-month periods ended June 30, 2026 and 2025, respectively, and approximately $0.8 million and $0.7 million for six-month periods ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, future minimum operating lease payments were as follows (in thousands):


Years ending December 31,	Amount
2026 (remaining six months)	$	609
2027		1,238
2028		1,186
2029		1,060
2030		496
Total future minimum lease payments		4,589
Less – Interest		(1,030)
Present value of lease liabilities	$	3,559

As of June 30, 2026, the weighted average remaining lease term is 3.8 years and the weighted average discount rate is 14.1%.

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 June 30, 2026 that would have a material adverse effect on the Company’s financial position, results of operations or cash flows.

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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 condensed consolidated financial statements as of June 30, 2026 and December 31, 2025.

Sales Tax Contingencies

The Company has historically not collected state sales tax on the sale of its MaaS product offering but has paid 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. 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.

NOTE 9: Segment Information

In connection with the integration of Security Force operations into the Company’s broader Autonomous Security Force strategy, management, including the CODM, reassessed the Company’s operating and reportable segments. As the Company has continued to combine its autonomous machines, orchestration software, and licensed armed and unarmed security agents into a single, integrated managed services offering, the CODM began reviewing consolidated operating results, including consolidated revenue and profitability measures, as one operating unit. Accordingly, effective for the quarter ended June 30, 2026, the Company determined that it operates as a single operating and reportable segment. The accounting policies of the Company’s single segment are the same as those described in Note 1.

The Company operates as a single segment consisting of its integrated Autonomous Security Force managed services platform, which includes the Company’s historical ASR, ECD, KSOC and RTX operations together with the acquired human guarding and executive protection operations associated with the KSF Acquisition.

The CODM evaluates performance and allocates resources based on consolidated operating results, including consolidated revenue, profitability measures, total assets and liquidity considerations. The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as total assets. The measure of significant segment expenses is reported on the Condensed Consolidated Statements of Operations.

NOTE 10: Subsequent Events

At-the-market offering program

From July 1, 2026 through August 7, 2026 the Company issued 3,832,515 shares of Class A Common Stock under the ATM Facility for net proceeds of approximately $6.1 million, after brokerage and placement fees of approximately $0.2 million.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with the (1) unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this report, and (2) the audited financial statements and the related notes thereto and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2025 included in our Annual Report on Form 10-K.

The historical results presented below are not necessarily indicative of the results that may be expected for any future period. This discussion may contain forward-looking statements about our business, results of operations, cash flows, financial condition and prospects based on current expectations that involve risks, uncertainties, and assumptions, and other important factors. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K, as updated by our other filings with the SEC, and the section titled “Cautionary Note on Forward-Looking Statements” included elsewhere herein.

Overview

Knightscope, Inc. is a managed service provider building the nation's first Autonomous Security Force ("ASF") - a unified force that integrates autonomous machines, advanced software, and licensed security agents under a single managed service accountable for the security of the people, property, and places the Company protects.

The Company delivers the ASF as a single, integrated managed services offering, combining Autonomous Security Robots ("ASRs"), comprising stationary and autonomous, mobile platforms; Emergency Communication Devices ("ECDs"); and licensed security personnel, including armed and unarmed security agents and executive protection services, added through the Company's acquisition of Event Risk, LLC on February 27, 2026 and operating as Knightscope Security Force ("KSF" or "Security Force"). These components are supported by real-time monitoring services delivered through the Company's cloud-based Knightscope Security Operations Center ("KSOC") for ASRs, Knightscope Emergency Management System ("KEMS") for ECDs, and Risk & Threat Exposure ("RTX") remote monitoring team.

The Company's solutions are designed, manufactured, and deployed in the United States and serve commercial and government clients. The Company generates revenue from a combination of subscription-based ASR services, ECD product sales and related recurring service contracts, and Security Force guarding and executive protection services.

Recent Developments

Acquisition

On February 27, 2026 (the “Closing Date”), the Company entered into a Securities Purchase Agreement with Event Risk LLC, an Indiana limited liability company (“Event Risk”), and Eric Rose, pursuant to which the Company acquired all of the issued and outstanding membership interests of Event Risk (the “Acquired Interests”) for total purchase consideration of approximately $18.0 million (the “KSF Acquisition”). In accordance with ASC 805, Business Combinations, the Company used the acquisition method of accounting for this acquisition. Goodwill of $7.7 million and a customer relationships intangible asset of $15.5 million were recorded as a result of the acquisition. The Company believes the KSF Acquisition accelerates its long-term strategy to operate a fully integrated autonomous security platform combining hardware, software, and human response into a single managed system.

Growth

The KSF Acquisition expands the Company’s growth opportunities by adding licensed security personnel and executive protection capabilities to the Company’s broader managed services platform. Management believes the acquisition supports the Company’s long-term strategy of delivering integrated security solutions that combine robotics, software, monitoring, and on-site personnel.

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The addition of Security Force capabilities enables the Company to pursue a broader range of customer opportunities, including requests for proposals and quotations that require bundled security services with human presence, which were previously less accessible to the Company. Management also believes the acquisition enhances the Company’s ability to cross-sell technology products and monitoring services into security guarding engagements and expand relationships with enterprise and government customers over time.

The Company provides a managed services model that combines autonomous systems, software, monitoring capabilities, and licensed security personnel into a more unified customer offering.

Operational Efficiency

During the past year, production schedules and gross margin performance were affected by (i) extended supplier lead times, (ii) limited availability of certain electronic components, (iii) tariff-related increases in input costs, and (iv) inventory adjustments and variability in manufacturing overhead absorption.

The Company continues to evaluate supplier diversification, procurement strategies, and production planning improvements; however, ongoing supply chain volatility and cost pressures may continue to impact production efficiency and margins.

The Company generates revenue from three primary sources: (i) subscription-based Machine-as-a-Service (“MaaS”) offerings, which include ASRs along with maintenance, support, data connectivity, KSOC access, charging infrastructure, and software and firmware updates; (ii) sales of ECD products and related recurring revenues from Knightscope Emergency Management Systems and full-service maintenance contracts; and (iii) security guarding and executive protection services.

As the Company’s technology and Security Force operations progresses, management expects to continue evaluating opportunities to streamline service delivery, improve operational coordination, and expand the Company’s managed services capabilities.

Though our revenues for the three months ended June 30, 2026 were $9.0 million, an increase of $6.3 million or 228% from the comparable period in the prior year, we have incurred net losses since inception. Our net loss was $14.1 million and $6.3 million for the three months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, we had an accumulated deficit of $251.4 million. Cash and cash equivalents on hand were $8.2 million as of June 30, 2026, compared to $20.6 million as of December 31, 2025. These factors raise substantial doubt about our ability to continue as a going concern.

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Results of Operations

Comparison of the Three Months Ended June 30, 2026 and 2025

The following table sets forth selected Condensed Consolidated Statements of Operations data and such data as a percentage of total revenue.


		Three Months Ended June 30,
(in thousands, except percentages)		2026			% of Revenue		2025		% of Revenue
Revenue, net
Service		$	8,638		96	%	$	2,079	76	%
Product			386		4	%		670	24	%
Total revenue, net			9,024		100	%		2,749	100	%
Cost of revenue
Service			7,750		86	%		2,844	103	%
Product			610		7	%		823	30	%
Total cost of revenue			8,360		93	%		3,667	133	%
Gross margin (loss)			664		7	%		(918)	(33)	%
Operating expenses:
Research and development			6,041		67	%		2,099	76	%
Sales, general and administrative			7,716		86	%		3,251	118	%
Total operating expenses			13,757		152	%		5,350	195	%
Loss from operations			(13,093)		(145)	%		(6,268)	(228)	%
Other income (expense), net:
Change in fair value of contingent consideration and acquisition-related liabilities			(1,003)		(11)	%		—	—	%
Interest expense, net			(69)		(1)	%		(73)	(3)	%
Other income, net			75		1	%		12	—	%
Total other income (expense), net			(997)		(11)	%		(61)	(2)	%
Net loss before income tax expense			(14,090)		(156)	%		(6,329)	(230)	%
Income tax expense			—		—	%		—	—	%
Net loss		$	(14,090)		(156)	%	$	(6,329)	(230)	%

Revenue, net

Total revenue, net for the three months ended June 30, 2026 increased by 228%, or $6.3 million, to $9.0 million compared to $2.7 million for the same period in the prior year. The increase was driven by a $6.6 million increase in service revenue, partially offset by a $0.3 million decrease in product revenue.

Service revenue increased by 315%, to $8.6 million for the three months ended June 30, 2026, from $2.1 million in the prior year period. The increase was primarily driven by $6.8 million of service revenue recognized following the KSF Acquisition. This increase was partially offset by lower ASR subscription revenue and a reduction in maintenance and service contracts associated with ECD deployments.

Product revenue decreased by $0.3 million, or 42%, to $0.4 million for the three months ended June 30, 2026, from $0.7 million in the prior year period.

Cost of revenue

Total cost of revenue was $8.4 million for the three months ended June 30, 2026, an increase of $4.7 million compared to the same period in the prior year. This increase was the result of $4.9 million in higher cost of revenue, service partially offset by lower cost of revenue, product of $0.2 million. The increase in cost of revenue, service was driven by higher payroll related costs of $4.5 million primarily a result of the addition of security guard workforce due to the acquisition of KSF.

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Gross Margin (Loss)

Gross margin was $0.7 million, or 7% of revenue, for the three months ended June 30, 2026, compared to a gross loss of $0.9 million, or (33%) of revenue, for the same period in the prior year. The improvement in gross margin was primarily driven by the contribution of service revenues following the KSF Acquisition.

Research and Development


		Three Months Ended
		June 30,
(in thousands, except percentages)		2026			2025			$ Change		% Change
Research and development		$	6,041		$	2,099		$	3,942	188	%
Percentage of total revenue			67	%		76	%

Research and development expenses increased by approximately $3.9 million, or approximately 188%, for the three months ended June 30, 2026, as compared to the same period in the prior year. The increase is primarily due to third-party engineering services as the Company continues to invest in the development of new products.

Sales, General and Administrative


		Three Months Ended
		June 30,
(in thousands, except percentages)		2026			2025			$ Change		% Change
Sales, general and administrative		$	7,716		$	3,251		$	4,465	137	%
Percentage of total revenue			86	%		118	%

Sales, general and administrative expenses increased by approximately $4.5 million, or approximately 137%, for the three months ended June 30, 2026, as compared to the same period in the prior year. The increase was primarily due to $1.6 million higher payroll-related costs largely attributed to the KSF Acquisition and incentive compensation, $0.7 million in higher professional services fees and legal expenses, $0.6 million higher investor relations fees, $0.6 million higher intangible asset amortization costs due to the KSF Acquisition, $0.2 million higher software subscription expense, $0.1 million higher rent and facilities expenses, and $0.1 million higher credit loss expense.

Other Income (Expense), Net


		Three Months Ended
		June 30,
(in thousands, except percentages)		2026			2025			$ Change			% Change
Change in fair value of contingent consideration and acquisition-related liabilities		$	(1,003)		$	—			(1,003)		100	%
Interest expense, net			(69)			(73)			4		(5)	%
Other income (expense), net			75			12			63		525	%
Total other income (expense), net		$	(997)		$	(61)		$	(936)		1,534	%

Total other expense, net increased by approximately $0.9 million for the three months ended June 30, 2026 as compared to the same period in the prior year primarily related to a $1.0 million revaluation of the contingent consideration and acquisition-related liabilities associated with the KSF Acquisition.

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Comparison of the Six Months Ended June 30, 2026 and 2025

The following table sets forth selected Condensed Consolidated Statements of Operations data and such data as a percentage of total revenue.


		Six Months Ended June 30,
(in thousands, except percentages)		2026			% of Revenue		2025		% of Revenue
Revenue, net
Service		$	12,810		85	%	$	4,187	74	%
Product			2,230		15	%		1,479	26	%
Total revenue, net			15,040		100	%		5,666	100	%
Cost of revenue
Service			11,992		80	%		5,600	99	%
Product			1,919		13	%		1,652	29	%
Total cost of revenue			13,911		92	%		7,252	128	%
Gross margin (loss)			1,129		8	%		(1,586)	(28)	%
Operating expenses:
Research and development			10,722		71	%		4,224	75	%
Sales, general and administrative			13,828		92	%		7,286	129	%
Total operating expenses			24,550		163	%		11,510	203	%
Loss from operations			(23,421)		(156)	%		(13,096)	(231)	%
Other income (expense), net:
Change in fair value of contingent consideration and acquisition-related liabilities			(1,003)		(7)	%		—	—	%
Interest expense, net			(84)		(1)	%		(154)	(3)	%
Other income, net			98		1	%		24	—	%
Total other income (expense), net			(989)		(7)	%		(130)	(2)	%
Net loss before income tax expense			(24,410)		(162)	%		(13,226)	(233)	%
Income tax expense			—		—	%		—	—	%
Net loss		$	(24,410)		(162)	%	$	(13,226)	(233)	%

Revenue, net

Total revenue, net for the six months ended June 30, 2026 increased by 165%, or $9.4 million, to $15.0 million compared to $5.7 million for the same period in the prior year. The increase was driven by an $8.6 million increase in service revenue and a $0.8 million increase in product revenue.

Service revenue increased by $8.6 million, or 206%, to $12.8 million for the six months ended June 30, 2026, from $4.2 million in the prior year period. The increase was primarily driven by $9.2 million of security revenue recognized following the KSF Acquisition. This increase was partially offset by lower ASR subscription revenue and a reduction in maintenance and service contracts associated with ECD deployments.

Product revenue increased by $0.8 million, or 51%, to $2.2 million for the six months ended June 30, 2026, from $1.5 million in the prior year period. The increase was primarily attributable to the fulfillment of previously delayed ECD orders that had been impacted by supply chain constraints in the second half of 2025, including extended lead times for certain electronic components and reliance on limited-source suppliers.

Cost of revenue

Total cost of revenue was $13.9 million for the six months ended June 30, 2026, an increase of $6.7 million compared to the same period in the prior year. The increase was driven by higher service costs of $6.4 million and higher product costs of $0.3 million.

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Service cost of revenue increased by $6.4 million compared to the same period in 2025, primarily due to $2.4 million of contract labor and $4.5 million of payroll related costs associated with the KSF Acquisition. This increase was partially offset by $0.3 million lower third-party service expenses.

Product cost of revenue increased by $0.3 million to $1.9 million for the six months ended June 30, 2026, compared to the prior year period. The increase was primarily attributable to higher material costs to support the increased production volume associated with the fulfillment of previously delayed ECD orders.

Gross Margin (Loss)

Gross margin was $1.1 million, or 8% of revenue, for the six months ended June 30, 2026, compared to a gross loss of $1.6 million, or (28%) of revenue, for the same period in the prior year. The improvement in gross margin was primarily driven by the contribution of service revenues after the KSF Acquisition.

Research and Development


		Six Months Ended
		June 30,
(in thousands, except percentages)		2026			2025			$ Change		% Change
Research and development		$	10,722		$	4,224		$	6,498	154	%
Percentage of total revenue			71	%		75	%

Research and development expenses increased by approximately $6.5 million, or approximately 154% for the six months ended June 30, 2026, as compared to the same period in the prior year. The increase is primarily due to third-party engineering services as the Company continues to invest in the development of new products.

Sales, General and Administrative


		Six Months Ended
		June 30,
(in thousands, except percentages)		2026			2025			$ Change		% Change
Sales, general and administrative		$	13,828		$	7,286		$	6,542	90	%
Percentage of total revenue			92	%		129	%

Sales, general and administrative expense for the six months ended June 30, 2026 was $13.8 million, an increase of $6.5 million from the six months ended June 30, 2025. The increase was primarily driven by $1.8 million in payroll related costs largely attributed to the KSF Acquisition and incentive compensation, $1.0 million in higher investor relations and advertising expenses, $1.2 million in higher professional services fees primarily related to the KSF Acquisition and subsequent integration costs, $0.8 million in higher intangible assets amortization expense as a result of the KSF Acquisition, $0.2 million in credit loss expense, $0.3 million in higher software costs, $0.2 million in higher corporate insurance costs and $0.4 million in higher rent and facilities-related costs associated with our new larger headquarters.

Other Income (Expense), Net


		Six Months Ended
		June 30
(in thousands, except percentages)		2026			2025			$ Change			% Change
Change in fair value of contingent consideration and acquisition-related liabilities		$	(1,003)		$	—			(1,003)		100	%
Interest expense, net			(84)			(154)			70		(45)	%
Other income, net			98			24			74		308	%
Total other income (expense), net		$	(989)		$	(130)		$	(859)		661	%

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Total other expense, net increased by approximately $0.9 million, or 661%, for the six months ended June 30, 2026 as compared to the same period in the prior year primarily related to a $1.0 million revaluation of the contingent consideration and acquisition-related liabilities associated with the KSF Acquisition.

Liquidity and Capital Resources

As of June 30, 2026, the Company had $8.2 million of cash and cash equivalents. As of June 30, 2026, the Company also had an accumulated deficit of $251.4 million, working capital of $2.4 million, and stockholders’ equity of $29.6 million. For the six months ended June 30, 2026, the Company had a net loss of $24.4 million and cash used in operating activities of $23.1 million. These factors raise substantial doubt about our ability to continue as a going concern. The Company will require significant additional financing to meet its planned capital and operational needs and is pursuing opportunities to obtain additional financing through equity and/or debt alternatives. There can be no assurance that the Company will be successful in acquiring additional funding at levels sufficient to fund its future operations. 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. However, there can be no assurance that financing will be available when required in sufficient amounts, on acceptable terms or at all. If the Company is unable to raise additional capital in sufficient amounts or on terms acceptable to it, the Company may have to significantly reduce its operations, delay, scale back or discontinue the development of one or more of its platforms or discontinue operations completely.

Consideration for the KSF Acquisition consisted of (i) a $5.0 million cash payment at closing, (ii) repayment of Event Risk’s outstanding indebtedness of $1.1 million, (iii) the issuance of 1,724,418 shares of the Company’s Class A Common Stock, and (iv) $4.0 million of deferred cash payments, payable in quarterly installments through December 31, 2028 subject to the purchase agreement. The purchase agreement also provides for contingent future cash and equity consideration based on post-closing performance, including a 2026 earn-out, revenue-based cash payments for 2027 through 2031, and potential additional equity issuances, each subject to specified thresholds and caps. In addition, management believes the acquisition materially strengthens the Company’s liquidity profile by adding a business that is expected to be free cash flow generating and contributing to operating cash flow. The Company expects to fund its acquisition-related obligations through cash on hand, cash generated from operations and, if appropriate, additional financing. While no assurance can be given that additional financing will be available on acceptable terms, management believes the KSF Acquisition improves the Company’s path toward stronger cash generation, enhances overall capital efficiency, and supports the Company’s broader strategy to improve liquidity and capital resources over time.

At-the-Market Offering Program

On February 1, 2023, we entered into an At-the-Market Agreement with Wainwright, pursuant to which we may offer and sell from time-to-time shares of Class A Common Stock through or to Wainwright acting as sales agent or principal (the “ATM Facility”).

On April 4, 2025, we filed a new shelf registration statement on Form S-3, pursuant to which we may, from time to time in one or more offerings, offer and sell up to $100.0 million in the aggregate of Class A
Common Stock, preferred stock, debt securities, warrants and/or units, in any combination. The new shelf registration statement was declared effective on April 11, 2025. On July 18, 2025, we filed a new prospectus supplement for additional sales under the ATM Facility of up to $50.0 million of shares of Class A Common Stock. As of August 7, 2026, we have approximately $5.6 million remaining to be sold pursuant to the filed prospectus supplement and the accompanying prospectus related to the ATM Facility.

During the six months ended June 30, 2026, the Company issued 5,530,922 shares of Class A Common Stock under the ATM Facility for net proceeds of approximately $18.3 million, after brokerage and placement fees of approximately $0.5 million.

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Cash Flow

The table below, for the periods indicated, provides selected cash flow information:


		Six Months Ended
		June 30,
(in thousands)		2026			2025
Net cash used in operating activities		$	(23,099)		$	(11,865)
Net cash used in investing activities			(7,216)			(1,186)
Net cash provided by financing activities			17,909			10,036
Net change in cash and cash equivalents		$	(12,406)		$	(3,015)

Net Cash Used in Operating Activities

Net cash used in operating activities represents the amount of cash we invest in personnel, marketing, and infrastructure to support the anticipated growth of our business, the number of clients to whom we lease our ASRs, sell and service ECDs, the amount and timing of accounts receivable collections, as well as the amount and timing of disbursements to our vendors.

Net cash used in operating activities was approximately $23.1 million for the six months ended June 30, 2026. Net cash used in operating activities resulted from a net loss of approximately $24.4 million and changes in working capital and non-cash charges.

Net cash used in operating activities for the six months ended June 30, 2026 increased by approximately $11.2 million as compared to the same period of the prior year. This was primarily a result of an increase in the net loss of approximately $11.2 million.

Net Cash Used in Investing Activities

Net cash used in investing activities for the six months ended June 30, 2026 and 2025 was approximately $7.2 million and $1.2 million, respectively. Our primary investing activities have consisted of capital expenditures and investment in ASRs. As our business grows, we expect our capital expenditures to continue to increase. As discussed in Note 2, the Company paid $6.1 million (that was netted against $0.6 million of cash acquired) for the KSF Acquisition on February 27, 2026.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was approximately $17.9 million for the six months ended June 30, 2026, an increase of approximately $7.9 million as compared to the same period of the prior year. Our financing activities for the six months ended June 30, 2026 consisted primarily of net proceeds from the issuance of Class A Common Stock under our at-the-market offering program with Wainwright of approximately $18.3 million, partially offset by repayments of debt obligations of $0.4 million. In the prior year period, our financing activities consisted primarily of net proceeds resulting from our at-the-market agreement with Wainwright of approximately $10.3 million, net proceeds from the issuance of common stock under a direct registration offering of approximately $1.4 million, partially offset by repayments of debt obligations of $1.7 million.

Critical Accounting Estimates

Other than estimates related to the KSF Acquisition, there have been no material changes to our critical accounting estimates from what was reported in the Annual Report on Form 10-K. Please see Note 1 to our condensed consolidated financial statements elsewhere in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As we are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act we are not required to provide information under this item.

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Item 4. Controls and Procedures

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

On February 27, 2026, the KSF Acquisition was completed. SEC guidance permits management to omit an assessment of an acquired business’ internal control over financial reporting from management's assessment of internal control over financial reporting and disclosure controls and procedures for a period not to exceed one year from the date of the acquisition. Management has begun integrating KSF into our existing control procedures. Integration activities relating to the KSF Acquisition may lead us to modify certain controls in future periods

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2026, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

Other than the KSF Acquisition and subsequent integration, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We are currently integrating the KSF operations, control processes and information systems into our systems and control environment during the one-year assessment period.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The Company is not presently a party to any litigation that it believes to be material and the Company is not aware of any pending or threatened litigation against the Company that it believes could have a material adverse effect on its business, operating results, financial condition or cash flows.

Item 1A. Risk Factors

You should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 which could materially affect our business, financial condition, cash flows or future results. There have been no material changes in our risk factors included in our Annual Report on Form 10-K. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a)

Disclosure in lieu of reporting on a Current Report on Form 8-K.

None.

(b)

Material changes to the procedures by which security holders may recommend nominees to the Board of Directors

None.

(c)

Insider trading arrangements and policies.

During the three months ended June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 2.1 to Knightscope, Inc.’s Regulation A Offering Statement on Form 1-A (File No. 024-11004)).

3.2		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Knightscope, Inc., dated April 5, 2024 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8 - K (File No. 001 - 41248) filed on April 8, 2024).

3.3		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Knightscope, Inc., dated September 13, 2024 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K (File No. 001-41248) filed on September 16, 2024).

3.4		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Knightscope, Inc., dated September 13, 2024 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K (File No. 001-41248) filed on September 16, 2024).

3.5		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Knightscope, Inc., dated September 13, 2024 (incorporated by reference to Exhibit 3.3 to our Current Report on Form 8-K (File No. 001-41248) filed on September 16, 2024).

3.6		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Knightscope, Inc., dated September 13, 2024 (incorporated by reference to Exhibit 3.4 to our Current Report on Form 8-K (File No. 001-41248) filed on September 16, 2024).

3.7		Bylaws (incorporated by reference to Exhibit 2.2 to Knightscope, Inc.’s Regulation A Offering Statement on Form 1-A (File No. 024-11004)).

3.8		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K (File No. 001-41248) filed on July 21, 2025).

10.1		Securities Purchase Agreement, by and among Knightscope, Inc., Event Risk LLC, and Eric Rose, dated as of February 27, 2026 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K (File No. 001-41248) filed on March 3, 2026).

10.2†		Knightscope, Inc. 2022 Equity Incentive Plan Stock Option Award Notice

10.3†		Knightscope, Inc. 2022 Equity Incentive Plan Stock Option Award Notice Non-Qualified Option

10.4†		Knightscope, Inc. Form of Amended and Restated Employment Agreement

31.1†		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2†		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1+		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2+		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS†		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH†		Inline XBRL Taxonomy Extension Schema Document

101.CAL†		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF†		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB†		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE†		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104†		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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†	Filed herewith.

*	Certain confidential information contained in this exhibit has been omitted because it is both (i) not material and (ii) the type that the Registrant treats as private or confidential

+	Furnished herewith.

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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 thereunto, duly authorized.

Date: August 12, 2026


	KNIGHTSCOPE, INC.

	By:	/s/ William Santana Li
	Name:	William Santana Li
	Title:	Chairman, Chief Executive Officer and President
		(Principal Executive Officer)

	By:	/s/ Apoorv Dwivedi
	Name:	Apoorv Dwivedi
	Title:	Executive Vice President and Chief Financial Officer and Secretary
		(Principal Financial Officer)