SC 13D/A 1 tm2029806d1_sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D
(Amendment No. 1)

 

(Rule 13d-101)

 

Under the Securities Exchange Act of 1934

 

IMAGEWARE SYSTEMS, INC.

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

45245S108

(CUSIP NUMBER)

 

Paul E. Rehm

130 Main St. 2nd Floor

New Canaan, CT 06840

(203) 404-1172

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

August 20, 2020

(Date of event which requires filing of this statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box ¨.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

 

 

 

CUSIP No.   45245S108 13D  

  

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Nantahala Capital Management, LLC 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

(b) ¨

 

3

SEC USE ONLY 

 

4

SOURCE OF FUNDS*

 

AF 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

¨

  

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Massachusetts

NUMBER OF

SHARES

BENEFICIALLY

 7

SOLE VOTING POWER

 

0

OWNED BY

EACH

REPORTING

 8

SHARED VOTING POWER

 

13,172,111

PERSON WITH 9

SOLE DISPOSITIVE POWER

 

0

  10

SHARED DISPOSITIVE POWER

 

13,172,111

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

13,172,111 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1% 

14

TYPE OF REPORTING PERSON*

 

IA, OO 

*SEE INSTRUCTIONS BEFORE FILLING OUT

  

 

 

 

CUSIP No.   45245S108 13D  

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Wilmot B. Harkey

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

(b) ¨

 

3

SEC USE ONLY 

 

4

SOURCE OF FUNDS*

 

AF 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

¨

  

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

 7

SOLE VOTING POWER

 

0

OWNED BY

EACH

REPORTING

 8

SHARED VOTING POWER

 

13,172,111

PERSON WITH 9

SOLE DISPOSITIVE POWER

 

0

  10

SHARED DISPOSITIVE POWER

 

13,172,111

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

13,172,111 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1% 

14

TYPE OF REPORTING PERSON*

 

HC, IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT

 

 

 

 

CUSIP No.   45245S108 13D  

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Daniel Mack

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

(b) ¨

 

3

SEC USE ONLY 

 

4

SOURCE OF FUNDS*

 

AF 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

¨

  

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

 7

SOLE VOTING POWER

 

0 

OWNED BY

EACH

REPORTING

 8

SHARED VOTING POWER

 

13,172,111 

PERSON WITH 9

SOLE DISPOSITIVE POWER

 

0

  10

SHARED DISPOSITIVE POWER

 

13,172,111 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

13,172,111 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.1% 

14

TYPE OF REPORTING PERSON*

 

HC, IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT

 

 

 

  

SCHEDULE 13D

  

This Amendment No. 1 to Schedule 13D is being filed on behalf of Nantahala Capital Management, LLC, a Massachusetts limited liability company (“Nantahala”), Mr. Wilmot B. Harkey and Mr. Daniel Mack, the principals of Nantahala (collectively, the “Reporting Persons”), relating to Common Stock, $0.01 par value (the “Common Stock”), of ImageWare Systems, Inc, a Delaware corporation (the “Issuer”).

 

This Amendment No. 1 hereby amends the statement of beneficial ownership on Schedule 13D filed by the Reporting Persons on July 15, 2020 (the “Initial Schedule 13D” and together with this Amendment No. 1, this “Schedule 13D/A”). Except as specifically amended by this Amendment No. 1, the Initial Schedule 13D remains unchanged. Capitalized terms used but not defined herein shall have the respective meanings defined in the Initial Schedule 13D.

 

The Reporting Persons previously filed a Schedule 13G with respect to the Common Stock of the Issuer, as most recently amended with the Securities Exchange Commission on February 14, 2020, reporting that the Reporting Persons beneficially owned 9.5% of the issued and outstanding shares of Common Stock.

 

Item 3. Source and Amount of Funds

 

Item 3 is hereby supplemented by incorporation of the disclosure set forth in Item 5(c) of this Amendment No. 1.

 

Item 4. Purpose of the Transaction

 

Item 4 is hereby supplemented by incorporation of the disclosure set forth in Item 5(c) of this Amendment No. 1.

 

Item 5. Interest in Securities of the Issuer

 

Items 5(a) and 5(c) are hereby amended and restated as follows:

 

(a)       The aggregate percentage of Common Stock beneficially owned by the Reporting Persons is based upon 144,662,877 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of August 26, 2020, as confirmed by the company, in addition to shares of Common Stock that would be issued upon the conversion of Nantahala’s Series C Preferred Stock and are thus deemed outstanding for the purposes hereof by Rule 13d-3(d)(1).

 

Nantahala, as the investment adviser of the Nantahala Investors, may be deemed to beneficially own the 5,672,111 shares of Common Stock held by the Nantahala Investors and the 7,500,000 shares of Common Stock issuable upon the conversion of the Series C Preferred Stock, representing approximately 9.1% of the issued and outstanding shares of Common Stock of the Issuer.

 

 

 

 

In addition, Mr. Harkey and Mr. Mack, as principals of Nantahala, the investment adviser of the Nantahala Investors, may also be deemed to beneficially own the 13,172,111 shares of Common Stock beneficially owned by the Nantahala Investors, representing approximately 9.1% of the issued and outstanding shares of Common Stock of the Issuer.

 

(c)       On August 20, 2020, Nantahala received 1,737,782 shares of Common Stock from the Issuer as a dividend payment on shares of the Series C Preferred Stock.

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Nantahala, as the investment adviser of the Nantahala Investors, has reached a non-binding understanding with the Issuer regarding participating in a $10 million to $15 million capital raise through the Issuer’s proposed issuance of a senior security as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2020, which understanding remains subject to further negotiation and entry into definitive agreements.

 

 

 

  

 

Signatures

 

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 28, 2020

 

 

  NANTAHALA CAPITAL MANAGEMENT, LLC  
       
       
  By: /s/ Paul E. Rehm  
    Paul E. Rehm  
    Chief Compliance Officer  
       
       
       
  /s/ Wilmot B. Harkey  
  Wilmot B. Harkey  
       
       
  /s/ Daniel Mack  
  Daniel Mack