Attached files
Exhibit
99.1
ImageWare Systems Secures $11 Million in New Funding
SAN DIEGO, CA – September 19, 2017 – ImageWare
Systems, Inc. (ImageWare or IWS) (OTCQB: IWSY), a leader in mobile
and cloud-based, multi-modal biometric identity management
solutions, has completed an $11 million registered direct offering
to certain accredited investors.
ImageWare
sold an aggregate of 11,000 shares of new Series A Preferred Stock
at $1,000 per share for gross proceeds of $11 million. After
accounting for previously advanced cash that was converted into the
transaction, new proceeds are expected to be approximately $10.1
million. ImageWare intends to use the proceeds for general
corporate purposes such as marketing, sales and working
capital.
The
offering was conducted pursuant to the Company's shelf registration
statement on Form S-3 (File No. 333-214124) previously filed with
and subsequently declared effective by the Securities and Exchange
Commission (the “SEC”) on April 28, 2017. A prospectus
supplement and accompanying base prospectus relating to the
offering was filed with the SEC and is available on the SEC's
website at http://www.sec.gov.
Concurrently
with the registered direct offering, ImageWare expects to
consolidate $20.6 million worth of shares of existing Series E,
Series F and Series G preferred stock into the new class of Series
A Preferred Stock. The only preferred shares expected to remain
outstanding after the exchange is approximately 239,000 shares of
Series B Preferred Stock.
“This
financing recognizes the strong progress we’ve made to
commercialize our leading identity management solutions for the
enterprise and consumer markets, as well as our significant
prospects for growth in those areas,” said Jim Miller,
ImageWare’s chairman and CEO. “Not only are we now in a
better position to capitalize on the growing industry demand for
biometric solutions, but we believe our bolstered balance sheet and
operational momentum will enable us to further expand our partner
agreements for our mobile and cloud-based
products.”
Concurrent
with the financing, ImageWare has appointed Robert Clutterbuck and
Charlie Frischer to its board of directors.
Mr.
Clutterbuck is a significant ImageWare shareholder and the founder,
managing director and portfolio manager at Clutterbuck Capital
Management. He gained more than 30 years of investing experience at
McDonald & Company Investments, Inc., advising affluent
clients, professionals and corporate executives on investment
management, financial planning, estate preservation and wealth
transfer strategies. During his time at McDonald & Company, Mr.
Clutterbuck held several senior management positions, including
serving as chairman and chief executive partner of Key Capital
Partners, and as CEO of McDonald Investments Inc. from 2000 to
2002.
Currently,
Mr. Clutterbuck serves as an independent director of Westmoreland
Resources GP, LLC (NYSE: WMLP), a position he has held since
January 6, 2015. Mr. Clutterbuck holds a B.A. from Ohio Wesleyan
University and an M.B.A from the University of Pennsylvania Wharton
School of Business.
Charlie
Frischer currently works as a self-employed private investor, a
role he has occupied since 2009. Previously, he served as general
partner of LF Partners, LLC from 2009 to 2015 and as a principal at
Zephyr Management, L.P. from 2005 to 2008. Prior to that, he served
as a principal at Capri Capital, where he directed the firm’s
real estate acquisitions program from 1995 to 2000, and as senior
vice president of Ericson Memorial Studios from 1993 to 1994. Mr.
Frischer holds a B.A. from Cornell University.
This
press release does not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Copies of the prospectus
supplement and the accompanying base prospectus relating to this
offering may be obtained from ImageWare Systems, Inc., 10815 Rancho
Bernardo Road, Suite 310, San Diego, California 92127, or by
telephone at 858-673-8600.
About ImageWare Systems, Inc.
ImageWare
Systems, Inc. is a leading developer of mobile and cloud-based
identity management solutions, providing biometric authentication
solutions for the enterprise. The company delivers next-generation
biometrics as an interactive and scalable cloud-based solution.
ImageWare brings together cloud and mobile technology to offer
multi-factor authentication for smartphone users, for the
enterprise, and across industries.
ImageWare’s
products support multi-modal biometric authentication including,
but not limited to, face, voice, fingerprint, iris, palm, and more.
All the biometrics can be combined with or used as replacements for
authentication and access control tools, including tokens, digital
certificates, passwords, and PINS, to provide the ultimate level of
assurance, accountability, and ease of use for corporate networks,
web applications, mobile devices, and PC desktop environments.
ImageWare is headquartered in San Diego, Calif., with offices in
Portland, OR, Ottawa, Ontario, and Mexico City, Mexico. To learn
more about ImageWare, visit http://iwsinc.com;
follow us on Twitter,
LinkedIn,
YouTube and
Facebook.
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.
(“ImageWare”) are intended to identify such
forward-looking statements. ImageWare may from time to time update
these 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, 2016 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.
Investor Relations:
Liolios
Cody Slach
Tel 1-949-574-3860
IWSY@liolios.com