KNIGHTSCOPE, INC. : Costs Associated with Exit or Disposal Activities, Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 2.05. Costs associated with eviction or disposal activities.

upon January 6, 2023following the previously announced closing of the CASE Emergency Systems acquisition October 2022, Nightscope Co., Ltd. (the “Company”) to reduce operating costs, improve operating margins, streamline operations, right-size our combined workforce, and continue our ongoing commitment to profitable growth. announced a cost-cutting plan (the “Plan”). This plan includes reducing our current headcount by approximately 20%.

We believe it is about $613,400 Cash and non-cash costs associated with the plan, of which approximately $594,600 is expected to occur in the first quarter of 2023. These costs primarily relate to severance, employee benefits and stock-based compensation.Of the total costs we estimate to incur in connection with the Plan, approximately
$168,500 becomes a cash expense in 2023.

Actions related to planned employee restructuring are expected to be substantially completed by the end of the first quarter of 2023, subject to local laws and consultation requirements.

Estimates of fees and expenses we expect to incur in connection with the Plan, and the timing thereof, are subject to a number of assumptions, including local legal requirements in various jurisdictions, and actual amounts may differ materially from estimates. may vary.

In addition, we may incur other, currently unanticipated, costs or cash outlays due to unforeseen events that may occur, including those related to the implementation of our plans.

Item 5.02. resignation of a director or certain officer; Election of Directors; Appointment of Certain Officers; Compensation Arrangements for Certain Officers.

Board Compensation Waiver

upon January 5, 2023the Board of Directors of the Company (the “Board”) has voluntarily elected to waive all directors’ cash retention fees for the fourth quarter of 2022.

change of title and responsibilities of mallory black

upon January 5, 2023appointed by the Board mallory blackthe Company’s current Chief Financial Officer, as President of the Company, effective immediately. MS.brak He will continue to serve as the Company’s Chief Financial Officer, as well as the Company’s Principal Financial Officer and Principal Accounting Officer. SEC Reporting purposes. William Santana LeeOur Chief Executive Officer, will continue to serve as our Chief Executive Officer. SEC Reporting purposes.

MS.brakis 52 years old and has been our Chief Financial Officer since.
October 2020. MS.brak An experienced finance executive, he brings 30 years of expertise in a wide range of industries, from early stage start-ups to multinationals to public companies. Prior to joining the company, from 2019 until 2020 he served as Chief Financial Officer at ThinFilm Electronics ASA, an innovative solid state lithium battery start-up. Alta Device Co., Ltd., GaAs thin film solar technology start-ups from 2016 to 2019. Before Alta Devices MS.brak served as Chief Financial Officer at friend finder networkRainmaker Systems, FoodLink, and Southwall Technologies. MS.brak He has extensive experience working with a variety of public and private sources of funding, as well as leading and managing merger and acquisition related activities. MS.brak BSBA and MBA from San Jose State University

there was no immediate change MS.of Brak Compensation associated with her additional position includes cash bonus targets, bounties and employee benefits.Additional details about MS.of Brak Compensation is set out in the definitive proxy statement for the 2022 Annual Meeting of Shareholders. Securities and Exchange Commission upon
May 2, 2022.

There is no family relationship between MS.brak and any of our directors or executive officers. MS.brak Not a party to a related party transaction that is required to be reported pursuant to Regulation SK, Item 404(a);

 Item 7.01. Regulation FD.

upon January 9, 2023, the Company issued a press release announcing the Plan. A copy of the press release is provided as Exhibit 99.1 to this current report on Form 8-K.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is provided and shall not be considered “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended. , are deemed incorporated by reference into any filings made by us under the Securities Act of 1933, as amended.

Forward-Looking Statements

This current report on Form 8-K may contain “forward-looking statements” regarding our future expectations, plans, prospects, forecasts and prospects. Such forward-looking statements “should,” “may,” “intend,” “expect,” “believe,” “estimate,” “forecast,” “anticipate,” Expressions such as “expect,” “plan,” “propose,” etc. The forward-looking statements contained in this current report on Form 8-K include statements regarding the Company’s path to profitability, the expected benefits and timing of completion of the program, and the expected costs and expenses of the program. including but not limited to. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, actual results may differ materially from such forward-looking statements. There are many risks and uncertainties. These risks and uncertainties include, among other things, the risk that restructuring costs and expenses may be greater than anticipated. the risk that our restructuring efforts may adversely affect our internal programs and our ability to recruit and retain skilled and motivated personnel and may be distracting to our employees and management; the risk that our restructuring efforts may adversely affect our business operations and our reputation with or ability to serve our customers; The risk that our restructuring efforts may not produce the intended benefits to the extent or speed expected. Readers are encouraged to carefully review and consider cautionary statements and other disclosures, including statements made under the heading “Risk Factors,” in our Annual Report on Form 10-K for the year ended. It is recommended. December 31, 2021Forward-looking statements speak only as of the date of the document in which they are included, and the company undertakes no obligation to update any forward-looking statements, except as required by law.

Item 9.01. Financial Statements and Materials.

(d) Exhibits.



Exhibit
  No.                                   Description
  99.1       Press Release, dated January 9, 2023.
  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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