8-K 1 iwsy8k_may132019.htm CURRENT REPORT Blueprint
 

 
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): May 9, 2019
 
 
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.)
 
10815 Rancho Bernardo Road, Suite 310, 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))
 
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  ☐
 
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.  ☐
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
IWSY
OTCQB Marketplace
 

 
 

 
 
 
 
Item 2.02 Results of Operations and Financial Condition.
 
On May 9, 2019, ImageWare Systems, Inc. (the “Company”) hosted a quarterly conference call to provide a report regarding the Company’s financial condition and results from operations for the quarter ended March 31, 2019. A copy of the transcript of the call and press release are attached hereto as Exhibit 99.1 and 99.2, respectively.
 
In accordance with General Instruction B.2 for Form 8-K, the information in this Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
 
Item 7.01 Regulation FD Disclosure.
 
See Item 2.02.
 
Item 9.01 Financial Statements and Exhibits.
 
See Exhibit Index.
 
 
 
 
 
 
 
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: May 13, 2019
 
By:
 /s/ Wayne Wetherell
 
 
 
Wayne Wetherell
 
 
 
Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 EXHIBIT INDEX
 
 
 
 
Exhibit Number
 
Description
 
Earnings call transcript, dated May 9, 2019.
99.2

Press release dated May 9, 2019.