UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549 FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of report
(Date of earliest event reported): June 5, 2020
Commission File
Number: 00115757
ImageWare
Systems, Inc.
(Exact name of
registrant as specified in its charter.)
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Delaware
(State
or other jurisdiction of incorporation or
organization)
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330224167
(IRS
Employer Identification No.)
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13500 Evening Creek Drive N , Suite
550,
San
Diego, California 92128
(Address of
principal executive offices)
858-673-8600
(Registrant's
Telephone number)
Not Applicable
(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:
[ ] 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))
Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
240.12b-2)
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. [
]
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of exchange on which registered
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None
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IWSY
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N/A
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Item 5.07 Submission of Matters
to a Vote of Security Holders.
On or
about March 25, 2020, ImageWare Systems, Inc. (the "Company") began soliciting written
consents (“Written
Consents”) from its stockholders of record as of March
25, 2020 (the “Record
Date”) in lieu of a special meeting pursuant to the
Consent Solicitation Statement on Schedule 14A filed with the
Securities and Exchange Commission on April 30, 2020 (the
"Consent Solicitation
Statement"), to approve stockholder resolutions to authorize
the matters set forth below. The results of such voting as of June
5, 2020 (the “Expiration
Date”) follows:
Proposal 1 – Approval to Amend the Company’s Charter to
Increase Authorized Common and Preferred Stock
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For
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Against
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Abstained
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Votes
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103,788,091
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526,782
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75,380
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The vote required to approve this proposal was the affirmative vote
of a majority of the votes cast by the Expiration Date.
Accordingly, the Company’s stockholders approved via Written
Consent, an amendment to the Company’s Certificate of
Incorporation, as amended (the “Charter”), to increase the number of shares of the
Company’s Common Stock and the number of shares of the
Company’s Preferred Stock, authorized thereunder from an
aggregate total of 179 million to 350 million, consisting of 345
million shares of Common Stock and 5.0 million shares of Preferred
Stock (the “Charter
Amendment”).
Proposal 2 – Adoption of the 2020 Omnibus Stock Incentive
Plan
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For
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Against
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Abstained
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Votes
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103,189,315
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5,136,970
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758,968
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The
vote required to approve this proposal was the affirmative vote of
a majority of the votes cast on the proposal. Accordingly, the
Company’s stockholders voted in favor of the adoption of the
2020 Omnibus Stock Incentive Plan included in the Company’s
Consent Solicitation Statement.
Stockholder approval of the Proposals were effective upon receipt
by the Company of affirmative Written Consents, not previously
revoked, representing at least 83,099,186 votes, or a majority of
votes that may be cast by our issued and outstanding voting
securities as of the Record Date which was approximately
123,571,472 shares of Common Stock issued and
outstanding.
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 hereunto duly authorized.
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Date: June 8, 2020
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ImageWare
Systems, Inc.
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By:
/s/ Jonathan D. Morris
Name: Jonathan D. Morris
Title: Chief Financial Officer
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