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): January 23, 2017

 

IMAGEWARE SYSTEMS, INC.

(Exact name of Registrant as specified in its Charter)

 

 




Delaware

001-15757

33-0224167

 

(State or other jurisdiction

of incorporation)

(Commission File No.)

(IRS Employer

Identification No.)

 

 



10815 Rancho Bernardo Road, Suite 310, San Diego, California 92127

 

(Address of principal executive offices)

 


 

(858) 673-8600

 

(Registrant ’ s Telephone Number)

 


 

Not Applicable

 

(Former name or 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 (see General Instruction A.2. below):

¨

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))

 

 




Item 1.01  Entry into a Material Definitive Agreement.


On December 27, 2016, in connection with the consummation of the Series G Financing, as defined in the Current Report on Form 8-K of ImageWare Systems, Inc. (the “ Company ” ) filed on December 30 , 2016, the Company and Neal Goldman, a member of the Company ’ s Board of Directors (the “ Holder ” ), agreed to enter into the fifth amendment (the “ Line of Credit Amendment ” ) to the convertible promissory note previously issued by the Company to the Holder on March 27, 2013 (the “ Goldman Line of Credit ” ), to provide the Company with the ability to borrow up to $5.5 million under the terms of the Goldman Line of Credit, bringing the total amount the Company may borrow under its existing lines of credit to $6.0 million . In addition, the Maturity Date, as defined in the Goldman Line of Credit, was amended to be December 31, 2017.   The Line of Credit Amendment was executed on January 23, 2017, and is filed as an exhibit to this Current Report on Form 8-K as Exhibit 10.1.  


 

In addition, on January 23, 2017 , the Company and Charles Crocker , also a member of the Board of Directors of the Company, amended the line of credit and promiss ory note, dated March 9, 2016 (the “ Crocker LOC ” ), to extend the maturity date thereof to December 31, 2017.  No other amendments were made to the Crocker LOC.


The foregoing description of the Line of Credit Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Line of Credit Amendment attached hereto as Exhibit 10.1, which is incorporated by reference herein.


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


See Item 1.01 above.


Item 9.01 Financial Statements and Exhibits.


See Exhibit Index.










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: January 25, 2017

 

By:

 /s/ Wayne Wetherell

 

 

 

Wayne Wetherell

 

 

 

Chief Financial Officer

 

 

 






EXHIBIT INDEX





Exhibit Number

 

Description

10.1


Fifth Amendment to Convertible Promissory Note, dated January 23, 2017.








AMENDMENT NO. 5

TO CONVERTIBLE PROMISSORY NOTE


This Amendment No. 5 to Convertible Promissory Note (the “ Amendment ” ) is entered into as of January 23, 2017 by and between ImageWare Systems, Inc., a Delaware corporation (the “ Company ” ), and Neal I. Goldman, or his registered assigns ( “ Holder ” ). Unless otherwise specified herein, all capitalized terms set forth in this Amendment shall have the meanings ascribed to them in the Note.


RECITALS


WHEREAS, On March 27, 2013, the Company issued to Holder a Convertible Promissory Note (the “ Note ” ) in the principal amount of $2.5 million. The Note was amended pursuant to Amendment No. 1 to Convertible Promissory Note, dated March 12, 2014 ( “ Amendment No. 1 ” ), Amendment No. 2 to Convertible Promissory Note, dated April 23, 2014 ( “ Amendment No. 2 ” ), Amendment No. 3 to Convertible Promissory Note, dated December 8, 2014 ( “ Amendment No. 3 ” ), and Amendment No. 4 to Convertible Promissory Note, dated March 10, 2016 ( “ Amendment No. 4 ” ) (together, the “ Note Amendments ” ); and


WHEREAS, Holder and the Company now desire to amend the Note, as amended by the Note Amendments, to (i) fix the principal amount under the Note at Five Million Five Hundred Thousand Dollars ($5,500,000); (ii) extend the Maturity Date, as defined in the Note


AGREEMENT


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties agree as follows:


1.

The parties agree and acknowledge that the principal sum of the Note, as amended pursuant to the Note Amendments, is Five Million Five Hundred Thousand Dollars ($5,500,000).  Any reference to any other principal amount included in the Note or the Note Amendments, including, but not limited to, Sections 2(a) and 4(d) of the Note, should reference $5,500,000.   


2.

 The Maturity Date, as such term is defined in the Note, as amended, shall be December 31, 2017.


3.

The provisions of the Note, as amended in this Amendment, shall remain in full force and effect in accordance with their terms and are hereby ratified and confirmed.  In the event of any conflict between the terms and conditions of this Amendment and the terms and conditions set forth in the Note and the Note Amendments, the terms and conditions set forth herein shall control.  This Amendment shall be governed by the laws of the State of California without regard to the conflict of laws provisions thereof.  


IN WITNESS WHEREOF , each of the undersigned has caused this Amendment to be duly executed by its officers, thereunto duly authorized as of the date first above written.  




T HE C OMPANY :

 


 

ImageWare Systems, I NC .

 


 

By:

 

/s/ Wayne Wetherell

 

Name:

 

Wayne Wetherell

 

Title:

 

CFO

 


H OLDER :

 



 

By:

 

/s/ Neal I. Goldman

 

Name:

 

Neal I. Goldman