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): August 212, 2022

IMAGEWARE SYSTEMS, INC.

(Exact name of Registrant as specified in its Charter)

Delaware	001-15757	33-0224167
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

11440 W. Bernardo Court, Suite 300 San Diego, California 92127
(Address of principal executive offices)

(858) 673-8600
(Registrant’s Telephone Number)

Not Applicable
(Former name or 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 Instruction 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:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
None	IWSY	N/A

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 17.01~~. Entry~~ ~~Into~~Regulation aFD ~~Material Definitive Agreement~~Disclosure.

~~Issuance~~On August 12, 2022, Imageware Systems, Inc. (the "Company") issued a letter to its shareholders (the “Letter”) that provides an update on the operations and direction of ~~Secured~~the ~~Promissory~~Company, ~~Notes~~including, without limitation, the Company’s decision to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). A copy of the Letter is attached hereto as Exhibit 99.1.

OnThe ~~August~~information 2,furnished ~~2022,~~herein ~~ImageWare Systems, Inc., sold~~ and ~~issued~~therein ~~certain~~shall ~~secured~~not ~~promissory~~be ~~notes~~deemed ~~with~~“filed” anfor ~~aggregate~~purposes ~~value~~ of ~~$675,000~~Section to18 ~~certain~~of ~~accredited~~the ~~investors~~Exchange ~~(each a “Note”~~Act, ~~and~~or ~~collectively,~~otherwise ~~the~~subject ~~“Notes”). Each~~to ~~Note (i) had a guaranteed interest rate of 10% of~~ the ~~principal~~liabilities ~~amount~~ of ~~each~~that ~~respective Note~~Section, ~~(ii)~~or isincorporated ~~secured~~ by ~~certain~~reference ~~accounts~~in ~~receivable~~any offiling ~~the~~under ~~Company (~~the ~~“Receivables”),~~Exchange ~~and~~Act ~~(iii)~~or ~~are due and payable within three business days of~~ the ~~Company’s~~Securities ~~receipt~~Act of ~~the~~1933, ~~Receivables. The~~as ~~Notes~~amended, ~~were~~except ~~sold~~as inshall ~~reliance~~be ~~upon~~expressly anset ~~exemption~~forth ~~from~~by ~~registration~~specific ~~contained~~reference in ~~Section~~such ~~4(a)(2) of the Securities Act of 1933, as amended~~filing.

Amendment to Loan and Security Agreement

In connection with the issuance of the Notes, effective August 2, 2022 the Company entered into a Partial Release of Collateral and Amendment to No. 3 to the Loan and Security Agreement (as amended and supplemented, the “Amended Loan Agreement”), by and between the Company and certain funds and separate accounts managed by Nantahala Capital Management, LLC (collectively, “Nantahala”). Pursuant to the Amended Loan Agreement, Nantahala released its security interest in the Company’s right, title and interest in and to the Receivables. In consideration for the release, the Company agreed to, among other things, use the proceeds from the Receivables first to repay the Notes, and thereafter pursuant to a budget agreed upon by the Company and Nantahala.

The foregoing description of the Notes and the Amended Loan Agreement do not purport to be complete and are qualified in their entirety by the full text of Form of Note and Amended Loan Agreement, a copy of which are filed as Exhibit 10.1 and 10.2 hereto, respectively, and are incorporated by reference herein. The Form of Note and Amended Loan Agreement have been attached to provide investors with information regarding their terms. It is not intended to provide any other factual information about the Company.

For more information on the Amended Loan Agreement, please see (i) the Company’s Current Report on Form 8-K, filed with the United States Securities and Exchange Commission (“SEC”) on January 4, 2022, (ii) the Company’s Current Report on Form 8-K, filed with the SEC on June 8, 2022; and (iii) the Company’s Current Report on Form 8-K, filed with the SEC on July 15, 2022.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit Index

Exhibit No.		Description
10.1		Form of Secured Promissory Note, issued by ImageWare Systems, Inc.
99.1		Letter to Shareholders issued by Imageware Systems, Inc., dated August 12, 2022
10.2*		Partial Release of Collateral and Amendment to No. 3 to the Loan and Security Agreement, effective August 2, 2022, among ImageWare Systems, Inc., and certain funds and separate accounts managed by Nantahala Capital Management, LLC, and the other lenders set forth on the signature pages thereto.*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain non-material exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2)Disclaimer. ~~The registrant hereby undertakes to furnish supplemental copies of the omitted schedules and exhibits upon request by the SEC.~~

Forward-Looking Statements

Statements in the Letter that are forward looking involve known and unknown risks and uncertainties, which may cause the Company's actual results in future periods to be materially different from any future performance that may be suggested in the Press Release. Such factors may include, but are not limited to, the ability to of the Company to continue to grow revenue, the Company's ability to continue to achieve positive cash flow given the Company's existing and anticipated operating and other costs, and the Company’s ability to access additional capital required to fund its business plan and operations. Many of these risks and uncertainties are beyond the Company's control. Reference is made to the discussion of risk factors detailed in the Company's filings with the SEC including its reports on Form 10-K and 10-Q. 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.

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.

	IMAGEWARE SYSTEMS, INC.
Date: August 8, 2022	By:	/s/ Kristin Taylor
Date: August 12, 2022	By:	/s/ Kristin Taylor
		Kristin Taylor
		Chief Executive Officer

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