Date of Report (Date of earliest event reported) December 8, 2020

________________________

Image Sensing Systems, Inc.

(Exact name of registrant as specified in its charter) 

Registrant’s telephone number, including area code  (651) 603-7700

(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 Instructions 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))

Securities registered pursuant to Section 12(b) of the Act:

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. ☐ 

Section 5 – Corporate Governance and Management

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)  Amendment to Bylaws

Under subdivisions 2 and 3 of Section 302A.436 of the Minnesota Statutes, a Minnesota corporation may hold a shareholder meeting in solely or in part by means of remote communication only to the extent authorized by the corporation's articles of incorporation or bylaws.  To permit the meetings of the shareholders of Image Sensing Systems, Inc. (the "Company") to be held solely or in part by means of remote communication, on December 8, 2020 the Company's Board of Directors amended the Company's Bylaws to add the following sentence to the end of Section 1 of Article II of the Bylaws:

The Board of Directors may determine that any regular or special meeting of the shareholders may be held, in whole or in part, by means of "remote communication" (as such term is defined in Minnesota Statutes, Chapter 302A, as now enacted or hereafter amended).

A copy of the Bylaws as amended is attached to this Current Report on Form 8-K as Exhibit 3.2 and incorporated into this Item 5.02(a) by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits. The following exhibit is being filed with this Current Report on Form 8-K:

Exhibit 3.2  Amended Bylaws, dated December 8, 2020, of Image Sensing Systems, Inc. 

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. 

EXHIBIT INDEX