iwsy8k_june52020
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): June 9, 2020
Commission File
Number: 00115757
ImageWare
Systems, Inc.
(Exact name of
registrant as specified in its charter.)
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Delaware
(State
or other jurisdiction of incorporation or
organization)
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33-0224167
(IRS
Employer Identification No.)
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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:
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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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Item 5.03. Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
As previously reported, ImageWare Systems, Inc. (the
“Company”) obtained authorization from its
stockholders to approve an amendment to the Company’s
Certificate of Incorporation, as amended (the
“Charter”), to increase the number of shares of the
Company’s common stock, $0.01 par value per share
(“Common
Stock”), and the number
of shares of the Company’s preferred stock, par value
$0.01 per share (“Preferred
Stock”), authorized
thereunder from an aggregate total of 179 million to 350 million,
consisting of 345 million shares of Common Stock and 5.0 million
shares of Preferred Stock (the “Charter
Amendment”).
In accordance with General Corporation Law of the State of
Delaware, in order to give proper effect to the Charter Amendment,
on June 9, 2020, the Company filed the Charter Amendment. Upon the
filing of the Charter Amendment, the amendment became effective at
9:00 A.M. Eastern Time on June 10, 2020. The foregoing description
of the Charter Amendment is not complete and is subject to and
qualified in its entirety by reference to the Certificate of
Incorporation, a copy of which is attached hereto as Exhibit 3.1
and incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
The
Company’s Certificate of Incorporation, as amended, dated
June 9, 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.
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Date: June 12, 2020
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ImageWare
Systems, Inc.
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By:
/s/ Jonathan D. Morris
Name: Jonathan D. Morris
Title: Chief Financial Officer
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