KSCP · Knightscope, Inc.

Knightscope, Inc. acquired Event Risk LLC, an Indiana limited liability company providing security, executive protection, investigations, and risk mitigation services, through a Securities Purchase Agreement with Event Risk and seller Eric Rose. The transaction closed on February 27, 2026, expanding Knightscope's service offerings with Event Risk's established client base and $15.4 million in 2025 revenue. Total preliminary consideration of $18.0 million comprises $5.0 million cash at closing, assumption and discharge of $1.1 million debt, fair value of $7.3 million in 1,724,418 Class A common shares, $2.5 million deferred payments, and $2.7 million contingent consideration. Future contingent payments could add up to $15.0 million based on revenue and margin performance through 2031. Event Risk's audited financials show a shift from $0.96 million net income in 2024 to a $0.29 million net loss in 2025, with revenue growth from $11.3 million to $15.4 million but rising operating expenses to $3.3 million. Balance sheet reflects $2.0 million total assets and $0.9 million shareholder deficit as of December 31, 2025. Pro forma statements illustrate combined operations, showing increased scale with $26.7 million revenue but $36.4 million net loss for 2025, incorporating acquisition adjustments like transaction costs and debt elimination. No pro forma balance sheet is provided as the acquisition is reflected in Knightscope's March 31, 2026 interim financials. Purchase accounting is preliminary, with final fair value allocations potentially impacting goodwill and future results. This amendment provides critical financial transparency for investors assessing integration risks and strategic fit.