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): April 16, 2021
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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11440
W. Bernardo Court, Suite 300
San Diego,
California 92127
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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 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of
Certain
Officers; Compensatory Arrangements of Certain
Officers.
Compensatory Arrangement of Kristin Taylor
On
April 16, 2021, the Board approved an amendment to the equity
compensation of Kristin Taylor, the Company’s President and
Chief Executive Officer. Pursuant to the equity award amendment,
Ms. Taylor is entitled to options (“Options”) to purchase up to 27.0
million shares of the Company’s common stock, par value $0.01
per share (“Common
Stock”), at an exercise price of $0.067 per share (the
“Grant”). Under
the terms of the Grant: (i) 2.7 million Options vest immediately
upon the date of the Grant, and (ii) the remaining 24.3 million
Options vest over a period of three years with (A) one-third of the
remaining 24.3 million Options vest on March 1, 2022; and (iii) the
remaining two-thirds vesting in equal monthly amounts for 24 months
thereafter.
Appointment of James Sight
On
April 27, 2021 (the “Effective Date”), ImageWare
Systems, Inc. (the “Company”) appointed James W.
Sight to serve as a director on the Board of Directors (the
“Board”).
James
W. Sight currently serves on the Board of Directors of Griffon
Corporation (NYSE: GFF) and Fiduciary Benchmarks Insights, LLC, an
independent, private company that provides consulting services to
the retirement plan industry. Mr. Sight has been a
private investor for over twenty-five years, serving on the boards
of numerous public companies, including most recently Photomedex,
Inc. (formerly NASDAW: PHMD) from 2010 through 2015.
Mr. Sight has over two decades of experience in corporate
restructurings and financings, having advised both public companies
and creditors in these areas serving as a board member, consultant
and on creditors’ committees. From 2007 through 2012,
Mr. Sight was a significant shareholder of Feldman Mall
Properties, Inc., a real estate investment trust (formerly NYSE:
FLMP), and served in the office of the REIT’s President; and
from 1998 to 2006, he served as a consultant to LSB Industries
(NYSE: LXU).
Mr.
Sight will serve on the Board of Directors until the next annual
meeting of shareholders of the Company, or until his successor is
elected and qualified. As compensation as an independent director,
he will receive: (a) a $30,000 annual cash retainer, payable in
equal monthly installments in cash or shares of the; (b) a grant of
options to purchase 750,000 shares of the Company's Common Stock
(the “Initial
Grant”), the exercise price of which shall be $0.065,
which Initial Grant shall vest over a period of one year in equal
monthly installments; (c) reimbursement for expenses related to
Board 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),
an option to purchase 750,000 shares of Common Stock (the
“Annual
Grant”), the exercise price of which shall be such
fair market value of the Company's Common Stock as determined on
the date of grant as reported on the OTC Markets. The Initial Grant
and Annual Grant shall contain such other terms and conditions as
are customary for director grants and approved by the Board,
including immediate vesting of all unvested options effective upon
a change in control of the Company.
There are no
familial relationships between Mr. Sight and any director or
executive officer of the Company, and there are no related party
transactions between the Company and Mr. Sight that would require
disclosure under Item 404(a) of Regulation S-K under the Securities
and Exchange Act of 1934, as amended.
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:
May 14, 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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