Filing Details

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

 (Amendment No. 2)

 

(Rule 13d-101)

 

Under the Securities Exchange Act of 1934

 

IMAGEWARE SYSTEMS, INC.

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

45245S108

(CUSIP NUMBER)

 

Paul E. Rehm

130 Main St. 2^nd Floor

New Canaan, CT 06840

(203) 404-1172

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

September 28, 2020

(Date of event which requires filing of this statement)

  

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box ¨.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

  

 

CUSIP No.   45245S108

13D

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Nantahala Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS*   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Massachusetts

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   13,172,11
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER 13,172,111

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   13,172,111
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.1%
14	TYPE OF REPORTING PERSON*   IA, OO

  

*SEE INSTRUCTIONS BEFORE FILLING OUT

 

 

CUSIP No.   45245S108

13D

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Wilmot B. Harkey
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS*   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   13,172,111
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   13,172,111

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   13,172,111
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.1%
14	TYPE OF REPORTING PERSON*   HC, IN

  

*SEE INSTRUCTIONS BEFORE FILLING OUT

 

 

CUSIP No.   45245S108

13D

  

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Daniel Mack
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS*   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   13,172,111
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   13,172,111

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   13,172,111
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.1%
14	TYPE OF REPORTING PERSON*   HC, IN

  

*SEE INSTRUCTIONS BEFORE FILLING OUT

 

 

SCHEDULE 13D

 

This Amendment No. 2 to Schedule 13D is being filed on behalf of Nantahala Capital Management, LLC, a Massachusetts limited liability company (“Nantahala”), Mr. Wilmot B. Harkey and Mr. Daniel Mack, the principals of Nantahala (collectively, the “Reporting Persons”), relating to Common Stock, $0.01 par value (the “Common Stock”), of ImageWare Systems, Inc, a Delaware corporation (the “Issuer”).

 

This Amendment No. 2 hereby amends the statement of beneficial ownership on Schedule 13D filed by the Reporting Persons on July 15, 2020 (the “Initial Schedule 13D”) and Amendment No. 1 (“Amendment No. 1”) filed by the Reporting Persons on August 28, 2020 (the Initial Schedule 13D, together with Amendment No. 1 and this Amendment No. 2, this “Schedule 13D/A”). Except as specifically amended by this Amendment No. 2, the Initial Schedule 13D, as amended by Amendment No. 1 remains unchanged. Capitalized terms used but not defined herein shall have the respective meanings defined in the Initial Schedule 13D.

 

The Reporting Persons previously filed a Schedule 13G with respect to the Common Stock of the Issuer, as most recently amended with the Securities Exchange Commission on February 14, 2020, reporting that the Reporting Persons beneficially owned 9.5% of the issued and outstanding shares of Common Stock. 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

On September 28, 2020, Nantahala, as the investment adviser of the Nantahala Investors, has entered into a definitive agreement with the Issuer regarding participating in a $10 million to $15 million capital raise and an equity advance via Bridge Loan financing through the Issuer’s proposed issuance of Series D Convertible Preferred Stock as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2020.

 

 

  

 

Signatures

 

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: October 1, 2020

 

	NANTAHALA CAPITAL MANAGEMENT, LLC
	By:	/s/ Paul E. Rehm
		Paul E. Rehm
		Chief Compliance Officer
	/s/ Wilmot B. Harkey
	Wilmot B. Harkey
	/s/ Daniel Mack
	Daniel Mack