Attached files
Exhibit 99.1
ImageWare® Propels
Business Plan with Closing a $2.2 Million
Equity Advance, Representing First Tranche of Capital
Raise
Advance is
Part of $10.9 Million Proposed Private Placement
San
Diego (September 30, 2020) – ImageWare® Systems, Inc.
(OTCQB:
IWSY), a leader in biometric
identification and authentication, today announced it has
closed a $2,187,000 senior secured bridge loan, representing an
advance against investor commitments to purchase $10,935,000 in
Series D Convertible Preferred Stock in a proposed private
placement.
The bridge loan matures on the six-month anniversary of the loan
and bears interest at the rate of 12% per annum. Upon closing
of the private placement of Series D Preferred, all principal and
accrued interest under the terms of the bridge loan will be
converted into shares of Series D Preferred. The bridge loan is
secured by all present after-acquired assets of the
Company. Proceeds from the bridge loan will be used for
general corporate and working capital purposes.
Kristin A. Taylor, President
and CEO, said, “This strategic financing, anchored by funds
and accounts managed by Nantahala Capital Management, LLC, supports
ImageWare’s plan for substantial growth. We continue our
focus of evolving ImageWare into a "biometrics first" identity
company. Our biometric solutions enable Governments, Public
Services, and Enterprises to transform how they use identity to
build trust with their employees, partners, and customers, sell
their products, and deliver their services. We revolutionize
traditional security models - providing critical identity
infrastructure, biometrically verified - to drive effective
employee and customer on-boarding, verification, authentication,
and access solutions, while giving the customer full control of
their data across a wide range of devices and readers. We are
targeting not only more public sector projects (including
state/local/federal law enforcement and public safety, as well as
national identity), but we are also carving out an improved
Enterprise offering.
“We are grateful to the institutional investors and existing
shareholders who believe in our organized new business plan and
talented management team,” continued Taylor. “The
successful Series D Preferred commitments come on the heels of
revenue from an existing contract with the U.S. Department of
Veterans Affairs to provide smart badge technology and a new
contract for professional services to expand user functionality,
valued at $1.2 million.
“These developments are in addition to our focus on
rationalizing our products and our operating expenses where we have
eliminated legacy products that were not generating revenue, and
reduced expenses that were weighing the business down. As a result
of our renewed focus, we are seeing measurable growth of our law
enforcement software and intend to aggressively go after more
international markets in the public safety sector in the coming
year,” concluded Taylor.
Series D Preferred Financing
The private placement of Series D Preferred is expected to close in
approximately thirty days resulting in a minimum of $10 million and
a maximum of $15 million, subject to the satisfaction of certain
conditions to closing.
Organizational Restructuring
The Series D Preferred financing marks the beginning of many
proposed pivotal changes intended to increase shareholder value,
including:
●
A
restructuring of the Company’s Board of Directors, leaving
only Kristin A. Taylor, President and CEO on the Board, with four
new members anticipated to join upon closing of the Series D
Preferred financing;
●
A
plan to list the Company’s Common Stock on the NASDAQ Capital
Market;
●
A
strategic initiative to monetize the Company’s intellectual
property with the objective of driving incremental revenue through
licensing its deep portfolio of IP.
Collectively, these actions represent meaningful markers that a new
ImageWare 2.0 is in the making.
Continued
Readers are referred to the Company’s Current Report on Form
8-K filed with the Securities and Exchange Commission today (and
available on the Investor Relations page of the Company’s
website) for more detailed descriptions of the senior secured
bridge loan, the proposed private placement of Series D Preferred
and organizational changes.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities. The securities offered
and sold in the private placement have not been registered under
the Securities Act of 1933, as amended, or any state securities
laws, and may not be offered or sold in the United States absent
registration, or an applicable exemption from registration, under
the Securities Act and applicable state securities
laws.
About ImageWare® Systems,
Inc.
Founded
in 1987, ImageWare is a “biometrics
first” identity company. We have a heritage in law
enforcement, having built the first statewide digital booking
platform for United States local law enforcement and have more than
three decades of experience in the challenging government
and commercial sectors. We use the unique characteristics of the
human body to more accurately identify a person, not the device
they may use. www.iwsinc.com
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, 2019 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.
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Media Contact:
Jessica Belair
ImageWare Systems, Inc.
(310) 717-0877
jbelair@iwsinc.com
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Investor
Relations:
Terri MacInnis, VP of IR
Bibicoff + MacInnis, Inc.
(818) 379-8500 x2
terri@bibimac.com
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