UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K/A
(Amendment No. 1)
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported):  April 30, 2020
 
Commission File Number:  00115757
 
ImageWare Systems, Inc.
(Exact name of registrant as specified in its charter.)
 
Delaware
330224167
(State or other jurisdiction of incorporation or organization)
(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
None
IWSY
N/A
 
 
 
 
 

 
 
 
 
EXPLANATORY NOTE
 
As previously reported in a Current Report on Form 8-K filed on May 11, 2020 (the “Form 8-K”) by ImageWare Systems, Inc. (the “Company”), 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 furnished the Form 8-K to indicated 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. The Company indicated within the Form 8-K that it expected to file its Quarterly Report for the period ending March 31, 2020 (the “Quarterly Report”), no later than June 25, 2020 (which is 45 days from the original filing deadline of May 11, 2020), as calculated for Accelerated Filers.
 
On March 12, 2020, the Commission adopted amendments to the definition of an Accelerated filer (the “Amendments”), which Amendments became effective April 27, 2020, and which are applicable beginning with an issuer’s annual report filing due on or after the effective date.
 
As a result of the Amendments, upon filing of the Company’s Form 10-K for the year ended December 31, 2020, filed on May 15, 2020, the Company transitioned to a Non-Accelerated filer. As a Non-Accelerated filer, the Company’s Quarterly Report for the period ending March 31, 2020, would have been due on May 15, 2020, and reliance on the Order provides for timely filing so long as the Quarterly Report is filed no later than June 29, 2020. The Company is furnishing this Amendment No. 1 to the Form 8-K (the “Amendment”) to revise its expected filing date of the Quarterly Report within Item 8.01 accordingly.
 
The information provided herein shall supersede the information previously reported in Item 8.01. There are no changes to Items 1.01, 2.03 or 9.01 of the Form 8-K.
 
Item 8.01 Other Events.
 
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 29, 2020 (which is 45 days from the original filing deadline of May 15, 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.
 
 
 
 
 
 
 
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:   June 25, 2020

 By:
/s/ Jonathan Morris
 
 
 
 
 
Name: Jonathan Morris
 
 
Title: Chief Financial Officer