Attached files
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| EX-3 - EXHIBIT 3.1 - IMAGEWARE SYSTEMS INC | ex3-1.htm |
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): December 23, 2020
IMAGEWARE SYSTEMS, INC.
(Exact name of Registrant as specified in its Charter)
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Delaware
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001-15757
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33-0224167
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(State
or other jurisdiction
of
incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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13500
Evening Creek Drive N., Suite 550
San Diego,
California 92128
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(Address
of principal executive offices)
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(858)
673-8600
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(Registrant’s
Telephone Number)
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Not
Applicable
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(Former
name or address, if changed since last report)
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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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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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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) ☐
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 ☐
Item 1.01 Entry into a Material Definitive Agreement
See
Item 3.02 below.
Item 3.02 Unregistered Sale of Equity Securities.
On
December 23, 2020 (“Closing”), ImageWare Systems,
Inc., a Delaware corporation (the “Company”), completed a subsequent
closing (the “Subsequent
Closing”) of the sale of its Series D Convertible
Preferred Stock (the “Series
D Financing”), par value $0.01 (“Series D Preferred”), initially
consummated on November 12, 2020, as more particularly described in
the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 30, 2020 (the
“September
8-K”), and November 18, 2020 (the “November 8-K”). The Company sold
an additional 500 shares of Series D Preferred to certain
accredited investors at a purchase price of $1,000 per share in the
Subsequent Closing, resulting in additional gross proceeds to the
Company of $500,000. The Company expects to use these additional
proceeds for general working capital purposes.
Investors who
participated in the Subsequent Closing entered into a Securities
Purchase Agreement with the Company in substantially the same form
as attached as Exhibit 10.1 to the September 8-K.
The
shares of Series D Preferred were offered and sold in a transaction
exempt from registration under the Securities Act of 1933, as
amended (the “Securities
Act”), in reliance on Section 4(a)(2) thereof and Rule
506 D of Regulation D thereunder. Each investor represented that it
was an “accredited investor” as defined in Regulation
D.
For
additional information regarding the Series D Financing, and a
description of the Series D Preferred, see the Company’s
September Report and November Report filed by the Company with the
Securities and Exchange Commission. See also Item 5.03 of this
Current Report on Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
Amendment to Series D Convertible Preferred Stock
On
December 23, 2020, the Company filed the Amended and Restated
Certificate of Designations, Preferences, and Rights of Series D
Convertible Preferred Stock (the "Series D Certificate"). The amendments
to the Series D Certificate, among other things, increased the
authorized shares of Series D Preferred from 26,000 to 28,500. The
Series D Certificate is qualified in its entirety by the full text
of the Series D Certificate, a copy of which is attached to this
Current Report on Form 8-K as Exhibits 3.1, and is incorporated by
reference herein.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
EXHIBIT
INDEX
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Exhibit
Number
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Description
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Amended
and Restated Certificate of Designations, Preferences, and Rights
of Series D Convertible Preferred Stock of ImageWare Systems,
Inc.
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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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IMAGEWARE SYSTEMS, INC.
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Date:
December 30, 2020
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By:
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/s/ Kristin
Taylor
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Kristin
Taylor
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Chief
Executive Officer
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