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.)
 
 Delaware
(State or other jurisdiction of incorporation or organization)
 330224167
(IRS Employer Identification No.)
 
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:
 
Title of each class
Trading Symbol(s)
Name of exchange on which registered
None
IWSY
N/A
 
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
 
 
 
Exhibit Number
 
Description
3.1
 
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of ImageWare Systems, Inc., dated April 21, 2021
 
 
 

 
 
 
 
 
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: April 26, 2021
 
By:
/s/ Kristin Taylor 
 
 
 
Kristin Taylor
 
 
 
Chief Executive Officer
 
 
 
 
 
 
Exhibit 3.1