SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 9 , 2011
Commission File Number: 00115757
ImageWare Systems, Inc.
(Exact name of small business issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
10815 Rancho Bernardo Rd., Suite 310, San Diego, California 92127
(Address of principal executive offices)
(Registrant's Telephone number)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
See Item 2.03 below.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
On June 9, 2011, ImageWare Systems, Inc. (the "Company") issued a secured convertible promissory note in the principal amount of $500,000 ("Note") to an existing investor ("Lender"). The Note is due June 9, 2013 ("Maturity") and accrues interest at the rate of 6% per annum payable at Maturity. The Lender may elect to convert the outstanding principal and accrued interest into shares of the Company's common stock, $0.01 par value (the "Common Stock"), at a conversion price of $1.25 per share, subject to certain adjustments.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 2.03 above.
Item 9.01 Financial Statements and Exhibits.
See Exhibit Index.
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 hereunto duly authorized.
Date: June 14, 2011