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): February 22,
2021
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) |
330224167
(IRS Employer Identification No.) |
13500 Evening Creek Drive N , Suite 550, San Diego, California
92128
(Address of principal executive offices)
(Address of principal executive offices)
858-673-8600
(Registrant's Telephone number)
(Registrant's Telephone number)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(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))
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
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On February 22, 2021, ImageWare Systems, Inc. (the
“Company”)
appointed Lauren C. Anderson to serve as a director on the Board of
Directors (the “Board”)
of the Company.
Lauren C. Anderson is the founder and Chief
Executive Officer of LC Anderson International Consulting, founded
in 2013. Ms. Anderson, a former Federal Bureau of Investigation
("FBI") Senior Executive, has a background in high
risk, complex, domestic, and international environments and
currently serves as an advisor
to the U.S. Comptroller General at the Government Accountability Office on international
security, intelligence, criminal justice, law enforcement, and
women’s leadership. Ms. Anderson also serves as an advisor
and special skilled role player for the U.S. Army, and she is an
advisor with Stellar Solutions. Ms. Anderson worked in various
leadership roles for the FBI from February 1984 until December
2012, and was the FBI Legal Attaché at United States Embassies
in France and Morocco from March 2002 through November 2006. Ms.
Anderson holds numerous professional awards and certifications,
including achievement awards from the Director of National
Intelligence, Legal Momentum, LIM College and Muhlenberg College.
She is a member of the Council on Foreign Relations, a director
emeritus for the Women's Forum of NY, served as a judge for the
Women's Safety XPrize and the Stevie Awards, and is a mentor with
the Women's Foreign Policy Group and Girl Security. She holds a
security clearance and numerous certifications with the United
States government. Ms. Anderson has an Honorary Doctorate of Humane
Letters, awarded in 2019, by LIM College, New York City, a Bachelor
of Arts in Psychology from Muhlenberg College, in Allentown,
Pennsylvania, and completed executive programs at each of Harvard
Business School, Northwestern University's Kellogg School of
Management, Cambridge Judge Business School, and the George C.
Marshall European Center for Security Studies in Garmisch,
Germany.
Ms. Anderson will serve on the Board of Directors
until the next annual meeting of shareholders of the Company, or
until her successor is elected and qualified. As compensation as an
independent director, she will receive (a) a $30,000 annual cash
retainer, payable in equal monthly installments in cash or shares
of the Company's common stock, par value $0.01 per share
(“Common
Stock”); (b) an initial
grant of options to purchase that number of shares of Common Stock
equal to $60,000 divided by the fair market value of the Company's
Common Stock as determined on the date of grant as reported on the
OTC Markets (“Initial
Grant”), the exercise
price of which shall be such fair market value, which Initial Grant
shall vest one-third (1/3rd) on the first anniversary of the
Effective Date, and the remaining two-thirds (2/3rd) shall vest
ratably on the second and third anniversary of the Effective Date;
(c) reimbursement for expenses related to Board of Director meeting
attendance and Committee participation; and (d) beginning on the
first anniversary of the Effective Date, and on each annual
anniversary thereafter (unless revised by the Board of Directors),
an option to purchase that number of shares of Common Stock equal
to $30,000 divided by the fair market value of the Company's Common
Stock as determined on the date of grant as reported on the OTC
Markets (“Annual
Grant”), the exercise
price of which shall be such fair market value. The Initial Grant
and Annual Grant shall contain such other terms and conditions as
are customary for director grants and approved by the Board of
Directors, including immediate vesting of all unvested options
effective upon a change in control of the
Company.
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: February 26,
2021
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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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