Filing Details

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

(Amendment No. 8)

 

(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 30, 2021

(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*   OO
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   275,568,139
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   275,568,139

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   275,568,139
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   45.2%
14	TYPE OF REPORTING PERSON*   IA, OO

  

 

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) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS*   OO
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   275,568,139
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   275,568,139

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   275,568,139
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   45.2%
14	TYPE OF REPORTING PERSON*   HC, IN

 

  

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*   OO
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   275,568,139
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   275,568,139

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   275,568,139
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   45.2%
14	TYPE OF REPORTING PERSON*   HC, IN

  

 

CUSIP No.   45245S108

13D

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Nantahala Capital Partners II Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS*   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANTTO 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   50,010,118
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   50,010,118

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   50,010,118
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.2%
14	TYPE OF REPORTING PERSON*   PN

 

 

SCHEDULE 13D

 

This filing constitutes (i) Amendment No. 8 (“Amendment No. 8”) to the statement of beneficial ownership relating to Common Stock, $0.01 par value (the “Common Stock”), of ImageWare Systems, Inc., a Delaware corporation (the “Issuer”) on Schedule 13D filed by Nantahala Capital Management, LLC, a Massachusetts limited liability company (“Nantahala”), and Mr. Wilmot B. Harkey and Mr. Daniel Mack, the principals of Nantahala (the “Principals”) on July 15, 2020 (the “Initial Schedule 13D”), as previously amended by Nantahala and the Principals through the filing of Amendment No. 1 (“Amendment No. 1”) on August 28, 2020, Amendment No. 2 (“Amendment No. 2”) on October 1, 2020, Amendment No. 3 (“Amendment No. 3”) on October 15, 2020, Amendment No. 4 (“Amendment No. 4”) on November 19, 2020, Amendment No. 5 (“Amendment No. 5”) on March 8, 2021, Amendment No. 6 (“Amendment No. 6”) on April 12, 2021, Amendment No. 7 (“Amendment No. 7”) on June 10, 2021 (the Initial Schedule 13D, as amended previously and by this Amendment No. 8, this “Schedule 13D/A”), and (ii) Amendment No. 4 (“NCP II Amendment No. 4”) to the initial Schedule 13D filing by Nantahala Capital Partners II Limited Partnership (“NCP II”) filed as part of Amendment No. 4 on November 19, 2020, as previously amended as part of Amendment No. 5 on March 8, 2021 (“NCP II Amendment No. 1”), as part of Amendment No. 6 on April 12, 2021 (“NCP II Amendment No. 2”), and as part of Amendment No. 7 on June 10, 2021 (“NCP II Amendment No. 3”). Nantahala, the Principals, and NCP II are referred to herein as the “Reporting Persons”. Except as specifically amended by this Amendment No. 8, the Initial Schedule 13D, as previously amended, remains unchanged. Capitalized terms used but not defined herein shall have the respective meanings defined in the Initial Schedule 13D.

 

Nantahala and the Principals previously filed a Schedule 13G as Reporting Persons 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 3. Source and Amount of Funds

 

Item 3 is hereby supplemented by incorporation of the disclosure set forth in and Item 5(c) of this Amendment No. 8.

 

Item 4. Purpose of the Transaction

 

Consistent with prior disclosure, the Reporting Persons have engaged in discussions with the Issuer’s management and board regarding means to preserve and enhance shareholder value. At the request of the Issuer, the Reporting Persons expect to contribute to further discussions with the Issuer’s management and board and their advisers, either singly or together with other shareholders and interested parties, regarding the Issuer’s business, governance, financial condition, operations, prospects, expected results, and strategic alternatives. Among other topics, those discussions may address, without limitation, potential extraordinary corporate transactions, dispositions of some or all of the Issuer’s assets, transitions within the board or management, changes in the Issuer’s capitalization, and the Issuer’s continuation as a public company.

 

 

Item 5. Interest in Securities of the Issuer

 

Items 5(a), 5(b), and 5(c) are hereby amended and restated as follows:

 

(a) and (b) The aggregate percentages of Common Stock beneficially owned by the Reporting Persons are based upon 342,303,570 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of August 10, 2021 as reported by the Issuer on Form 10-Q filed August 23, 2021, plus 266,792,449 shares of Common Stock that would be issued upon the conversion of Series D Preferred Stock held by the Nantahala Investors, which additional shares of Common Stock are deemed outstanding for the purposes hereof by Rule 13d-3(d)(1).

 

Nantahala, as the investment adviser of the Nantahala Investors, may be deemed to have shared voting and investment power over and to beneficially own the 8,775,690 shares of Common Stock held by the Nantahala Investors and the 266,792,449 shares of Common Stock issuable upon the conversion of the Series D Preferred Stock, representing approximately 45.2% of the issued and outstanding shares of Common Stock of the Issuer.

 

In addition, Mr. Harkey and Mr. Mack, as principals of Nantahala, the investment adviser of the Nantahala Investors, may also be deemed to have shared voting and investment power over and to beneficially own the 275,568,139 shares of Common Stock beneficially owned by Nantahala, representing approximately 45.2% of the issued and outstanding shares of Common Stock of the Issuer.

 

NCP II may be deemed to beneficially own 1,281,131 of these shares of Common Stock held by it and 48,728,987 of the shares of Common Stock issuable upon the conversion of the Series D Preferred Stock held by it. Nantahala exercises investment and voting power over these shares, and NCP II disclaims beneficial ownership of these shares.

 

(c) On September 30, 2021, the Nantahala Investors received 157 shares of Series D Preferred Stock from the Issuer as a dividend payment on shares of the Series D Preferred Stock. NCP II received 29 of these shares of Series D Preferred Stock.

 

 

  

 

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 7, 2021

 

	NANTAHALA CAPITAL MANAGEMENT, LLC
	By:	/s/ Paul E. Rehm
		Paul E. Rehm
		Chief Compliance Officer
	NANTAHALA PARTNERS II LIMITED PARTNERSHIP
	By: Nantahala Capital Management, LLC
	Its General Partner
	By:	/s/ Paul E. Rehm
		Paul E. Rehm
		Chief Compliance Officer
	/s/ Wilmot B. Harkey
	Wilmot B. Harkey
	/s/ Daniel Mack
	Daniel Mack