Attached files
Exhibit 99.1
ImageWare® Poised for Growth with
Closing of $11.56 Million Private Placement
Restructures Outstanding Capital and Board of
Directors
San Diego, CA (November 16, 2020) - ImageWare®
Systems, Inc. (OTCQB:
IWSY), a leader in biometric identification and
authentication, today announced that it has closed a $11.56 million private
placement of Series D Convertible Preferred Stock. The Company also
announced the simultaneous restructuring of certain of its
outstanding Preferred Stock and its Board of Directors, leaving
Kristin A. Taylor, President and CEO, on the Board and appointing
James (Jim) M. Demitrieus and Benjamin (Ben) Smeal effective
immediately. Taylor has also been appointed Chair of the
Board.
Kristin A. Taylor, Chair, President and CEO, said
“With the closing of this financing, my enthusiasm and
optimism have reached new heights. For the first time in its long
history, ImageWare now has:
●
Updated,
ready-to-market product offerings to address a large and growing
market
●
Upgraded its senior
management team by recruiting impact players with demonstrated
success
●
Has the capital
necessary to execute its business plan
Series D Preferred
This
financing was anchored by funds and accounts managed by Nantahala
Capital Management, LLC, based in New Canaan, Connecticut. It also
included participants comprised of institutional investors and
existing accredited investors. In connection with the financing,
the Company amended and restated certain of its issued and
outstanding series of Preferred Stock intended to facilitate the
financing and to simplify the Company’s capital
structure.
Proceeds
from the financing will be used for general corporate and working
capital purposes.
Further details regarding the financing and restructuring of
certain of the Company’s issued and outstanding Preferred
Stock is described in the Form 8-K to be filed with the Securities
and Exchange Commission by the Company and the information herein
is qualified in its entirety by the Current Report on Form 8-K to
be filed.
Organizational Restructuring
The
closing of the Series D Preferred financing marks the beginning of
many proposed pivotal changes intended to increase shareholder
value, including:
●
A restructuring of
the Company’s Board of Directors, now comprised of Kristin
Taylor, Jim Demitrieus and Ben Smeal. Additional members are
expected to be appointed in the near term
●
The Company plans
to apply to list its Common Stock on the NASDAQ Capital Market and
expects to file the listing application in December
New Board Members
●
James M. Demitrieus
has served from 2018 to present as Managing Director of Jameson
Associates, a specialty investment management and financial
advisory firm. Prior to Jameson, he served in multiple positions at
Eyelock Corporation beginning in 2009, including Chief Executive
Officer from 2010 to 2018. Eyelock Corporation provides iris-based
biometric solutions to various business verticals. Prior to
Eyelock, Demitrieus served in various senior executive roles,
including as President of Sherwood Valve, a division of Harsco
Corporation, and as Chief Executive Officer at Aluma
Systems. Earlier in his
career, Demitrieus served in numerous senior accounting and finance
roles, including with the public accounting firm of Arthur Andersen
& Co. Demitrieus holds a Bachelor's in Business Administration
from Adelphi University in New York.
Continued
●
Benjamin Smeal most
recently served as Associate Director, Public Equities at Willett
Advisors, the family office of Michael R. Bloomberg, managing
substantially all of Bloomberg's personal assets in addition to
those of Bloomberg Philanthropies. From November 2007 to April
2017, he held the role of Senior Analyst at Kenmare Management, a
hedge fund focused on U.S. equities. Smeal holds a Bachelor of Arts
in Political Economy from Williams College in Massachusetts, and a
Master of Business Administration, with a focus on Value Investing,
from Columbia Business School in New York.
Taylor
continued, “Jim brings to ImageWare knowledge and experience
in the field of biometrics, in addition to extensive Fortune 1000
plus start up leadership, go-to-market, finance and accounting
skills. We look forward to his valuable insights, particularly as
we accelerate the monetization our product offerings and
intellectual property.
“Ben’s
capital market expertise, coupled with his substantial experience
working with undervalued companies and his ability to ask difficult
questions, will help to guide our efforts and further position us
for growth as we progress to deliver on our business plan and
continue to build value for our shareholders.”
Business Outlook
Added
Taylor, “With the world quickly evolving to remote work and
contactless interactions, the time for biometrics is now. Whether
its community banks onboarding new customers, enterprises hiring
remote workers, or healthcare facilities checking in patients, only
biometrics can provide complete identity assurance in a remote,
contactless manner.
“ImageWare
is at the nexus of this new world, providing an open platform that
integrates multiple biometrics types across different vendors and
hardware platforms - offering the most flexible and cost-efficient
solution for organizations to manage biometric identity lifecycles
at scale. With our new team and renewed strategy, ImageWare is
positioned to execute and will drive these solutions across
government, financial, transportation, education, and
telecommunications sectors to deliver profit,” Taylor
concluded.
About ImageWare® Systems,
Inc.
Founded in 1987, ImageWare provides defense-grade biometric
identification and authentication for access to your data,
products, services or facilities. We are experts in biometric
authentication and considered a preeminent patent holder of
multimodal IP, having many of the most-cited patents in the
industry. Our patented IWS Biometric Engine® (BE) is the
most accurate and fastest biometrics matching engine in the
industry, capable of our patented fusion of multiple
biometrics. Part of our heritage is in law enforcement having
built the first statewide digital booking platform for United
States local law enforcement - and more than three decades of
experience in the challenging government sector creating biometric
smart cards and logical access for millions of individuals. We
are a "biometrics first" company, leveraging your unique
human characteristics to provide unparalleled
accuracy to identify you while protecting your identity.
Please visit www.iwsinc.com.
Forward-Looking Statements
Any
statements contained in this document that are not historical facts
are forward-looking statements as defined in the U.S. Private
Securities Litigation Reform Act of 1995. Words such as
“anticipate,” “believe,”
“estimate,” “expect,”
“forecast,” “intend,” “may,”
“plan,” “project,” “predict,”
“if,” “should” and “will” and
similar expressions as they relate to ImageWare Systems, Inc. are
intended to identify such forward-looking statements. ImageWare may
from time to time update publicly announced projections, but it is
not obligated to do so. Any projections of future results of
operations should not be construed in any manner as a guarantee
that such results will in fact occur. These projections are subject
to change and could differ materially from final reported results.
For a discussion of such risks and uncertainties, see “Risk
Factors” in ImageWare’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2019 and its other reports filed
with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended. Readers are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the dates on which they are made.
Media
Contact:
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Investor
Relations:
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Jessica
Belair
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Terri
MacInnis, VP of IR
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ImageWare Systems,
Inc.
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Bibicoff
+ MacInnis, Inc.
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(310)
717-0877
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810-379-8500 x2
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jbelair@iwsinc.com
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terri@bibimac.com
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