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EX-10 - IMAGEWARE SYSTEMS INC | ex10-05112020_020542.htm |
(Exact name of registrant as specified in its charter.)
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
(Address of principal executive offices)
(Registrant's Telephone number)
(Former Name or Former Address, if Changed Since Last Report)
Common Stock, par value $0.01 per share
IWSY
OTCQB Marketplace
The information set forth below under Item 2.03 is hereby incorporated by reference into this Item 1.01.
On April 30, 2020, ImageWare Systems, Inc. (the "Company") entered into a potentially forgivable loan from the U. S. Small Business Administration ("SBA") resulting in net proceeds of $1,570,600 pursuant to the Paycheck Protection Program ("PPP") enacted by Congress under the Coronavirus Aid, Relief, and Economic Security Act (15 U.S.C. 636(a)(36)) (the "CARES Act") administered by the SBA (the "PPP Loan"). To facilitate the PPP Loan, the Company entered into a Note Payable Agreement with COMERICA BANK as the lender (the "Lender") (the "PPP Loan Agreement").
The PPP Loan provides for working capital to the Company and will mature on April 30, 2022. However, under the CARES Act and the PPP Loan Agreement, all payments of both principal and interest will be deferred until at least November 1, 2020. The PPP Loan will accrue interest at a rate of 1.00% per annum, and interest will continue to accrue throughout the period the PPP Loan is outstanding, or until it is forgiven. The CARES Act (including the guidance issued by SBA and U.S. Department of the Treasury related thereto) provides that all or a portion of the PPP Loan may be forgiven upon request from the Company to Lender, subject to requirements in the PPP Loan Agreement and the CARES Act.
The foregoing summary of the PPP Loan is qualified in its entirety by reference to the PPP Loan Agreement, which is attached as Exhibit 10.1 hereto.
On March 4, 2020, the U.S. Securities and Exchange Commission (the "Commission") issued an order under Section 36 (Release No. 34-88318) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), granting exemptions from specified provisions of the Exchange Act and certain rules thereunder (the "Order"). The Order provides that a registrant subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), and any person required to make any filings with respect to such a registrant, is exempt from any requirement to file or furnish materials with the Commission under Exchange Act Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A, Regulation 13D-G (except for those provisions mandating the filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, as applicable, where certain conditions are satisfied.
The Company is furnishing this Current Report on Form 8-K to indicate its reliance on the Order in connection with the filing of the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2020 as a result of the circumstances set forth below.
After the diagnosis of the coronavirus ("COVID-19") in close proximity of the Company's employees in March 2020, the Company closed its corporate offices and requested that all employees work remotely until further notice. Employees affected include certain of its key personnel responsible for assisting the Company in the preparation of its financial statements. In view of these ongoing circumstances, the Company has been unable to timely provide its auditors and accountants with financial records to provide consent, and therefore allow the Company to file a timely and accurate Quarterly Report on Form 10-Q for the period ending March 31, 2020 by the prescribed date without undue hardship and expense to the Company.
Accordingly, in reliance upon the Order, the Company expects to file its Quarterly Report on Form 10-Q for the period ending March 31, 2020, no later than June 25, 2020 (which is 45 days from the original filing deadline of May 11, 2020).
As previously disclosed on its Current Report on Form 8-K filed March 16, 2020, the Company is supplementing the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 and its subsequent Quarterly Reports on Form 10-Q with the following risk factor:
Our business may suffer from the severity or longevity of the Coronavirus/COVID-19 Global Outbreak.
The Coronavirus ("COVID-19") is currently impacting countries, communities, supply chains and markets, as well as the global financial markets. To date, COVID-19 has not had a material impact on the Company, other than as set forth above. However, the Company cannot predict whether COVID-19 will have a material impact on our financial condition and results of operations due to understaffing, disruptions in government spending, among other factors. In addition, at this time we cannot predict the impact of COVID-19 on our ability to obtain financing necessary for the Company to fund its working capital requirements. In most respects, it is too early in the COVID-19 pandemic to be able to quantify or qualify the longer-term ramifications on our business, our customers and/or our potential investors.
(d) Exhibits.
Exhibit No.
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Description
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Note Payable Agreement by and between ImageWare Systems, Inc. and COMERICA BANK, dated April 30, 2020.
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ImageWare Systems, Inc. |
By: | /s/ Jonathan Morris |
Name: Jonathan Morris | |
Title: Chief Financial Officer |