Current Report Filing (8-k)
June 08 2021 - 5:10PM
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): June 4, 2021
IMAGEWARE SYSTEMS, INC.
(Exact name of Registrant as specified in its Charter)
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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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11440
W. Bernardo Court, Suite 300
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))
Securities
registered pursuant to Section 12(b) of the Act:
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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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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 1.01 Entry into a Material
Definitive Agreement.
See Item
5.02.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of
Certain
Officers; Compensatory Arrangements of Certain
Officers.
On June 4, 2021,
ImageWare Systems, Inc. (the "Company") entered into an amended and
restated employment agreement (the "Amended Agreement") with Kristin
Taylor, the Company’s President and Chief Executive Officer.
The Amended Agreement provides for, among other things: (i) an
annual base salary of $350,000 for a term of 48 months effective
March 2, 2020; (ii) a bonus equal to up to 100% of Ms. Taylor's
annual salary, to be determined by the Company’s Board of
Directors (the "Board"), in
its sole discretion, on an annual basis; and (iii) the grant of a
stock option to purchase 27.0 million shares of the Company's
common stock, par value $0.01 per share ("Common Stock") with an exercise price
equal to the fair market value of the Company's common stock as
reported on the OTC Markets on the date of the grant, which grant
date shall be determined in the sole discretion of the Board, and
which stock option shall vest (a) 10% immediately on the date of
the grant; and (b) the remainder over the following three years
beginning March 1, 2021.
The foregoing
description of the Employment Agreement does not purport to be
complete and is qualified, in its entirety, by reference to the
full text of the Employment Agreement, attached to this Current
Report on Form 8-K as Exhibit 10.1 and incorporated by reference
herein.
Item 7.01
Regulation FD Disclosure.
On June 7, 2021, the Company began
utilizing a new corporate presentation, a copy of which is attached
to this Current Report on Form 8-K as Exhibit
99.1.
In accordance with General Instruction
B.2 for Form 8-K, the information in this Form 8-K, including
Exhibit 99.1, shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange
Act”), or otherwise
subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference in such
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
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Exhibit
Number
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Description
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Amended and Restated
Employment Agreement, by and between Kristin Taylor and the
Company, dated June 4, 2021.
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99.1
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Corporate Presentation, dated June
2021
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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 8,
2021
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By:
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/s/ Kristin
Taylor
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Kristin
Taylor
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Chief Executive
Officer
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ImageWare Systems (CE) (USOTC:IWSY)
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