Amended Current Report Filing (8-k/a)
May 09 2019 - 1:22PM
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):
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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13500
Evening Creek Drive N., Suite 550
San Diego,
California 92128
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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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Explanatory Note
As previously reported in a Current Report
on Form 8-K, filed on May 6, 2019 (the
“
Form
8-K
”), 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
”).
This Amendment No. 1 to Form 8-K (the
“
Amendment
”) is being filed solely to supplement the
exhibits to the Form 8-K with a copy of the opinion of Disclosure
Law Group, a Professional Corporation, relating to the validity of
the shares of Common Stock issued in the Offering. A copy of the
opinion is filed as Exhibit 5.1 hereto. Except as
expressly described herein, this Amendment does not change any of
the disclosure contained in the Form 8-K.
Item 9.01 Financial Statements and Exhibits.
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Exhibit Number
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Description
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Opinion
of Disclosure Law Group, a Professional Corporation
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Consent
of Disclosure Law Group, a Professional Corporation (included in
Exhibit 5.1)
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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:
May 9, 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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