Current Report Filing (8-k)
May 06 2019 - 5:20PM
Edgar (US Regulatory)
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):
May 1, 2019
IMAGEWARE SYSTEMS, INC.
(Exact name of Registrant as specified in its Charter)
Delaware
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001-15757
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33-0224167
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(State
or other jurisdiction
of
incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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10815 Rancho
Bernardo Road, Suite 310, San Diego, California
92127
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(Address
of principal executive offices)
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(858)
673-8600
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(Registrant’s
Telephone Number)
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Not
Applicable
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(Former
name or address, if changed since last report)
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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))
Indicate by check mark whether the Registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
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:
None
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Title of Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Item 5.02 Departure of Directors or certain Officers, Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
See
Item 8.01 below.
Item 8.01 Other Events.
Completion of a Public Offering
On May 1, 2019, ImageWare Systems,
Inc. (the “
Company
”) accepted subscription forms from certain
institutional investors (the “
Investors
”) to purchase a total of
5,954,545 shares of the Company’s common stock, par
value $0.01 per share (“
Common
Stock
”), at a public
offering price of $1.10 per share, for gross proceeds of
approximately $6.55 million (the “
Public
Offering
”). The Company
subsequently issued a press release announcing the closing of the
Public Offering on May 2, 2019. A copy of the press release is
attached to this Current Report on Form 8-K as Exhibit 99.1. After
deducting offering expenses payable by the Company, the Company
expects to receive net proceeds of approximately $6.125 million,
which it intends to use for research and development, working
capital needs, capital expenditures and other general corporate
purposes.
The shares of Common Stock offered and sold by the
Company during the Public Offering were offered pursuant to the
Company’s registration statement on Form S-3 (File No.
333-225935) filed with the Securities and Exchange Commission (the
“
SEC
”) and declared effective by the Commission
on July 10, 2018, as well as a prospectus supplement filed with the
SEC in connection with the Public Offering on May 1,
2019.
Resignation of Robert T. Clutterbuck and Charles
Frischer
On
May 6, 2019, Messrs. Robert T. Clutterbuck and Charles Frischer
tendered their resignations from the Company’s Board of
Directors, effective May 8, 2019. The decision of Messrs.
Clutterbuck and Frischer to resign was not the result of any
disagreements with management or the Board of
Directors.
Caution With Respect To Forward-looking Statements:
Except
for historical information, all of the statements, expectations,
and assumptions contained in the press release are forward-looking
statements. Forward-looking statements include, but are not limited
to, statements that express our intentions, beliefs, expectations,
strategies, predictions or any other statements relating to our
future activities or other future events or conditions and include,
without limitation, our expectations as to closing the Transaction.
These statements are based on current expectations, estimates and
projections about our business based, in part, on assumptions made
by management. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that
are difficult to predict. Therefore, actual outcomes and results
may, and are likely to, differ materially from what is expressed or
forecasted in the forward-looking statements due to numerous
factors discussed from time to time in documents which we file with
the SEC. In addition, such statements could be affected by risks
and uncertainties related to, among other things, our ability to
effectively execute on our business plan and growth strategy. Any
forward-looking statements speak only as of the date on which they
are made, and except as may be required under applicable securities
laws, we do not undertake any obligation to update any
forward-looking statements.
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.
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IMAGEWARE SYSTEMS, INC.
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Date:
May 6, 2019
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By:
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/s/
Wayne Wetherell
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Wayne
Wetherell
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit Number
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Description
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Press
release issued by ImageWare Systems, Inc., dated May 2,
2019.
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