Item 1.01. Entry into a Material Definitive Agreement.

On December 30, 2022, the Company and the Buyer entered into an Agreement and Waiver (the "Waiver") with respect to certain terms of the Notes. Pursuant to the Waiver, the Company and the Buyer agreed that:





  · the covenant contained in the Notes that at any time any Notes remain
    outstanding, the Company's Available Cash (as defined in the Notes) equal or
    exceed $3 million (the "Financial Test Covenant") be revised such that (x)
    during the period commencing on January 1, 2023 through, and including
    February 14, 2023, the minimum amount of Available Cash for purposes of the
    Financial Test Covenant will be reduced to $1.5 million, and (y) from and
    after February 14, 2023, the minimum amount of Available Cash for purposes of
    the Financial Test Covenant will revert back to $3 million; provided, that if
    the Company both (I) has filed a Universal Shelf Registration Statement on
    Form S-3, including convertible notes, preferred stock, warrants and shares of
    Common Stock thereunder, with at least $25 million to $100 million of
    availability (the "New Shelf Registration Statement") and (II) obtains the
    Stockholder Approval (as defined in the Purchase Agreement) and the approval
    (together with the Stockholder Approval, the "Stockholder Approvals") from the
    Company's stockholders for the issuance of up to an additional $10 million in
    additional senior secured convertible notes with terms substantially the same
    in all material respects to the Notes, as amended (the "Additional Notes",
    except such Additional Notes may be issued pursuant to the New Shelf
    Registration Statement), then, thereafter, the minimum amount of Available
    Cash for purposes of the Financial Test Covenant will revert back to $1.5
    million for the remaining term of the Notes (such conditions in clauses (I)
    and (II) above, the "Conditional Financial Covenant Waiver Conditions", and
    such waiver, the "Conditional Financial Covenant Waiver");



  · effective upon, and contingent on the continued satisfaction of, the
    Conditional Financial Covenant Waiver Conditions, the Buyer will waive, in
    part, the covenant in the Purchase Agreement related to subsequent equity
    sales and the covenant in the Notes related to incurrence of indebtedness,
    solely to permit the Company, at its election, to issue unsecured convertible
    notes in accordance with the terms set forth in the Waiver, subject to certain
    limitations set forth in the Waiver, including, but not limited to, those
    related to subordination and amount; and



  · to lower the Conversion Price (as defined in the Notes), in part, such that
    the Conversion Price in effect on any given time of determination will equal
    the Alternate Conversion Price (as defined in the Notes) then in effect (but
    with 85% replacing 80% in such definition of Alternate Conversion Price, as
    applicable), and such adjustment will become effective as of January 1, 2023.

The Buyer also agreed to waive the Company's compliance with the Stockholder Approval covenant under the Purchase Agreement until February 28, 2023.

Finally, at any time after the time of initial satisfaction of the Conditional Financial Covenant Waiver Conditions, if the Buyer delivers a written notice to the Company offering to purchase up to $10 million in Additional Notes, the Company will not consummate a Subsequent Placement (as defined in the Purchase Agreement) (other than Excluded Securities (as defined in the Notes)) until the time of consummation or abandonment of an offering with respect thereto.

The Waiver also contains customary representations and warranties and covenants for a transaction of this nature.

The foregoing is only a summary of the material terms of the Notes, the Purchase Agreement, the Waiver, and the other transaction documents, and does not purport to be a complete description of the rights and obligations of the parties thereunder. The summary of the Notes, the Purchase Agreement, and the Waiver is qualified in its entirety by reference to such agreements, which are filed as Exhibits 4.1 and 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission (the "SEC") on October 11, 2022, and Exhibit 10.1 to this Current Report on Form 8-K, as applicable, and are each incorporated by reference herein.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale, of the securities referred to herein in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an


            Off Balance Sheet Arrangement of a Registrant.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.                                Description
   10.1          Agreement and Waiver, dated as of December 30 2022, by and between
               Knightscope, Inc. and the investor signatory thereto.
    104        Cover Page Interactive Data File (embedded within the Inline XBRL
               document).

© Edgar Online, source Glimpses