Attached files
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| EX-3 - CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATIO - IMAGEWARE SYSTEMS INC | ex3-1.htm |
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): April 21,
2021
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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330224167
(IRS
Employer Identification No.)
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11440 W. Bernardo Court, Suite 300, San Diego, California
92127
(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))
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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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) ☐
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 ☐
Item 3.03 Material Modification to Rights of Security
Holders.
See
Item 5.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
Amended Certificate of Incorporation
On
April 21, 2021, the Company filed a Certificate of Amendment to its
Amended and Restated Certificate of Incorporation (the
"Amended Charter") to
increase the number of authorized shares of Common Stock from 1.0
billion shares to 2.0 billion shares, resulting in a total increase
of 1.0 billion shares of Common Stock.
The
foregoing description of the Amended Charter is qualified, in its
entirety, by the full text of the foregoing, copy of which is
attached to this Current Report on Form 8-K as Exhibit 3.1 and is
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
EXHIBIT
INDEX
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Exhibit
Number
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Description
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Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of ImageWare Systems, Inc., dated
April 21, 2021
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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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IMAGEWARE SYSTEMS, INC.
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Date:
April 26, 2021
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By:
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/s/
Kristin Taylor
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Kristin
Taylor
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Chief
Executive Officer
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