8-K

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 26, 2020

Commission File Number: 00115757

ImageWare Systems, Inc.

(Exact name of registrant as specified in its charter.)

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)

858-673-8600

(Registrant's Telephone number)

Not Applicable

(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))

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)

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 exchange on which registered
Common Stock, par value $0.01 per share	IWSY	OTCQB Marketplace

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 26, 2020, ImageWare Systems, Inc. (the "Company") announced the appointment of Kristin Taylor as President and Chief Executive Officer of the Company, effective March 2, 2020. A copy of the press release issued by the Company regarding Ms. Taylor’s appointment is attached hereto as Exhibit 99.1. Ms. Taylor replaces S. James Miller, Jr. who will resign as Chief Executive Officer of the Company effective March 2, 2020, but will remain as Chair of the Board.

Ms. Taylor, age 53, is a seasoned innovative technology executive with over 20 years of experience in leading organizational modernization and developing go-to-market strategies. She currently serves as Principal at Veritas Lux since November 2019 and previously served as a consultant with Kristin Taylor Consulting since 2012, in which she developed a proprietary patented and algorithmic methodology to weigh and rank the most influential global technical analysts. From 2017 to 2019, Ms. Taylor served as Vice President of Worldwide Analyst Relations at IBM and led the efforts to modernize and transform IBM's analyst relations organization. From 2013 to 2017, she served as Vice President, Global Analyst and Public Relations at MediaTek, the third largest fabless semiconductor company worldwide with a $30 billion market cap, where she led the buildout of a new global public and analyst relations organization to penetrate the North American, European, Latin American, Russian and Indian markets. Prior to that, she served in various positions of increasing responsibility with Qualcomm from 1998 to 2010 including as Head of Industry Analyst Relations, Senior Director of Business Development, and as a Director in Information Technology. Ms. Taylor earned her Bachelor's degree in Sociology and Business Management from the University of New Hampshire.

There are no family relationships between Ms. Taylor and any director or executive officer of the Company.

In connection with the appointment of Ms. Taylor as President and Chief Executive Officer, the Company and Ms. Taylor intend to into an agreement (the "Employment Agreement") that provides, among other things, for an annual base salary of $330,000 for a period of 24 months. The Employment Agreement is also anticipated to provide for the grant of a stock option to purchase 1.75 million shares of the Company's common stock par value $0.01 per share ("Common Stock"), which stock option shall vest in three equal annual installments beginning one year from the date of issuance. In the event of termination of her employment other than by reason of death or disability, or for cause, the employment agreement is also anticipated to provide Ms. Taylor with certain severance payments , including continuation of her salary for the greater of one year or the remaining term under her employment agreement.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release issued by the Company, dated February 26, 2020.

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: March 3, 2020	By: /s/ S. James Miller, Jr.      Name: S. James Miller, Jr.    Title: Executive Chair of the Board

EX-99.1

ImageWare® Systems Appoints Kristin A. Taylor as President and Chief Executive Officer

Jim Miller Appointed as Executive Chairman of the Board

SAN DIEGO, CA - February 26, 2020 - ImageWare®Systems, Inc. (OTCQB: IWSY), a leading patent holder of multi-modal biometric authentication and developer of identity management solutions, today announced that Kristin A. Taylor has been appointed as President and Chief Executive Officer. In her new role, Kristin will assume day-to-day leadership of the company with goals to increase earnings and expand the products and platforms. Jim Miller, who served as CEO of ImageWare Systems, is now appointed as Executive Chairman of the Board. All leadership appointments are effective on March 2, 2020.

"Kristin's demonstrated results in leading sizable efforts to drive revenue and growth, her creative vision in reimagining businesses, as well as significant relationships with the global analyst community, are essential to our plans for worldwide recognition as a technology leader in identity management," said Jim Miller. “The Board and I are confident in our choice of Kristin to lead ImageWare forward and become the company we all know it can be. I look forward to working with Kristin and continuing my work with ImageWare Systems as Executive Chairman of the Board.”

“I’m excited to be joining a pioneer in the field of identity management. Since creating the first digital booking platform for US law enforcement nearly 20 years ago, ImageWare has built an unparalleled and patented biometric identity assurance platform used by governments, airlines, national transportation agencies, and enterprises,” said Taylor. “ImageWare has incredible intellectual property, exceptional people and great potential.”

Taylor is an innovative technology leader with over twenty years of experience spanning sales, business development, go-to-market strategies, and analyst and public relations, for leading global technology firms. She started her career in the technology sector with AT&T/Lucent. She spent twelve years at Qualcomm leading the development of the company's first computing product, and spurring the creation of a computing division. Kristin is considered an expert in the field of strategic analyst relations, guiding companies in how to drive revenue through key analyst relationships. Kristin recently held executive roles at both MediaTek and IBM where she served as Vice President, Worldwide Analyst Relations.

About ImageWare® Systems, Inc.

ImageWare Systems, Inc. is a leading developer of mobile and cloud-based identity management solutions, providing two-factor, biometric, and multi-factor cloud-based authentication solutions for the enterprise. The company delivers next-generation biometrics as an interactive and scalable cloud-based solution. ImageWare’s products support multi-modal biometric authentication including, but not limited to, face, voice, fingerprint, iris, palm, and more. ImageWare Systems, Inc. is headquartered in San Diego, California, with offices in Oregon, Canada, Mexico, and Japan. For a full list of ImageWare partnerships with other leading global brands such as ForgeRock, Fujitsu, HPE, IBM, Microsoft, SAP, Verizon, and others, please visit https://www.iwsinc.com/partners/. To learn more about ImageWare, visit https://www.iwsinc.com and follow us on Twitter, LinkedIn, and YouTube.

Forward-Looking Statements

Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “if,” “should” and “will” and similar expressions as they relate to ImageWare Systems, Inc. are intended to identify such forward-looking statements. ImageWare may from time to time update publicly announced projections, but it is not obligated to do so. Any projections of future results of operations should not be construed in any manner as a guarantee that such results will in fact occur. These projections are subject to change and could differ materially from final reported results. For a discussion of such risks and uncertainties, see “Risk Factors” in ImageWare’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and its other reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. 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.

Media contact:

Michael Senger, VP Corporate Communications

ImageWare Systems, Inc

858.257.0358

media@iwsinc.com

Investor Relations:

Harvey Bibicoff, CEO,

Bibicoff + MacInnis, Inc.

(818) 379-8500

Email: harvey@bibimac.com