Amended Current Report Filing (8-k/a)
June 26 2020 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
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 30, 2020
Commission
File Number: 00115757
ImageWare Systems, Inc.
(Exact
name of registrant as specified in its charter.)
Delaware
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330224167
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(State
or other jurisdiction of incorporation or
organization)
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(IRS
Employer Identification No.)
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13500 Evening Creek Drive N , Suite 550, San Diego, California
92128
(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))
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)
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:
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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EXPLANATORY NOTE
As previously reported in a Current Report
on Form 8-K filed on May 11, 2020 (the
“Form
8-K”) by ImageWare
Systems, Inc. (the “Company”), on March 4, 2020, the U.S.
Securities and Exchange Commission (the "Commission") issued an order under
Section 36 (Release No. 34-88318) of the Securities Exchange Act of
1934, as amended ("Exchange
Act"), granting exemptions from specified provisions of the
Exchange Act and certain rules thereunder (the "Order"). The Order provides that a
registrant subject to the reporting requirements of Exchange Act
Section 13(a) or 15(d), and any person required to make any filings
with respect to such a registrant, is exempt from any requirement
to file or furnish materials with the Commission under Exchange Act
Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and
Regulations 13A, Regulation 13D-G (except for those provisions
mandating the filing of Schedule 13D or amendments to Schedule
13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, as
applicable, where certain conditions are satisfied. The Company
furnished the Form 8-K to indicated its reliance on the Order in
connection with the filing of the Company's Quarterly Report on
Form 10-Q for the three months ended March 31, 2020. The Company
indicated within the Form 8-K that it expected to file its
Quarterly Report for the period ending March 31, 2020 (the
“Quarterly
Report”), no later than June 25, 2020 (which is 45
days from the original filing deadline of May 11, 2020), as
calculated for Accelerated Filers.
On March 12, 2020, the Commission adopted
amendments to the definition of an Accelerated filer (the
“Amendments”), which Amendments became effective April
27, 2020, and which are applicable beginning with an issuer’s
annual report filing due on or after the effective
date.
As a result of the Amendments, upon filing of the
Company’s Form 10-K for the year ended December 31, 2020,
filed on May 15, 2020, the Company transitioned to a
Non-Accelerated filer. As a Non-Accelerated filer, the
Company’s Quarterly Report for the period ending March 31,
2020, would have been due on May 15, 2020, and reliance on the
Order provides for timely filing so long as the Quarterly Report is
filed no later than June 29, 2020. The Company is furnishing this
Amendment No. 1 to the Form 8-K (the “Amendment”) to revise its expected filing date of the
Quarterly Report within Item 8.01 accordingly.
The
information provided herein shall supersede the information
previously reported in Item 8.01. There are no changes to Items
1.01, 2.03 or 9.01 of the Form 8-K.
Item 8.01 Other Events.
On
March 4, 2020, the U.S. Securities and Exchange Commission (the
"Commission") issued an
order under Section 36 (Release No. 34-88318) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), granting exemptions
from specified provisions of the Exchange Act and certain rules
thereunder (the "Order").
The Order provides that a registrant subject to the reporting
requirements of Exchange Act Section 13(a) or 15(d), and any person
required to make any filings with respect to such a registrant, is
exempt from any requirement to file or furnish materials with the
Commission under Exchange Act Sections 13(a), 13(f), 13(g), 14(a),
14(c), 14(f), 15(d) and Regulations 13A, Regulation 13D-G (except
for those provisions mandating the filing of Schedule 13D or
amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act
Rules 13f-1, and 14f-1, as applicable, where certain conditions are
satisfied.
The
Company is furnishing this Current Report on Form 8-K to indicate
its reliance on the Order in connection with the filing of the
Company's Quarterly Report on Form 10-Q for the three months ended
March 31, 2020 as a result of the circumstances set forth
below.
After
the diagnosis of the coronavirus ("COVID-19") in close proximity of the
Company's employees in March 2020, the Company closed its corporate
offices and requested that all employees work remotely until
further notice. Employees affected include certain of its key
personnel responsible for assisting the Company in the preparation
of its financial statements. In view of these ongoing
circumstances, the Company has been unable to timely provide its
auditors and accountants with financial records to provide consent,
and therefore allow the Company to file a timely and accurate
Quarterly Report on Form 10-Q for the period ending March 31, 2020
by the prescribed date without undue hardship and expense to the
Company.
Accordingly, in
reliance upon the Order, the Company expects to file its Quarterly
Report on Form 10-Q for the period ending March 31, 2020, no later
than June 29, 2020 (which is 45 days from the original filing
deadline of May 15, 2020).
As
previously disclosed on its Current Report on Form 8-K filed March
16, 2020, the Company is supplementing the risk factors previously
disclosed in the Company's Annual Report on Form 10-K for the year
ended December 31, 2018 and its subsequent Quarterly Reports on
Form 10-Q with the following risk factor:
Our business may suffer from the severity or longevity of the
Coronavirus/COVID-19 global outbreak.
The
Coronavirus ("COVID-19") is
currently impacting countries, communities, supply chains and
markets, as well as the global financial markets. To date, COVID-19
has not had a material impact on the Company, other than as set
forth above. However, the Company cannot predict whether COVID-19
will have a material impact on our financial condition and results
of operations due to understaffing, disruptions in government
spending, among other factors. In addition, at this time we cannot
predict the impact of COVID-19 on our ability to obtain financing
necessary for the Company to fund its working capital requirements.
In most respects, it is too early in the COVID-19 pandemic to be
able to quantify or qualify the longer-term ramifications on our
business, our customers and/or our potential
investors.
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:
June 25, 2020
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By:
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/s/ Jonathan
Morris
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Name: Jonathan Morris
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Title: Chief Financial Officer
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ImageWare Systems (CE) (USOTC:IWSY)
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