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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ImageWare Systems Incorporated (CE) | USOTC:IWSY | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
[X]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
Delaware
|
|
33-0224167
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
10815 Rancho Bernardo Road, Suite 310,
San Diego, CA 92127
(Address of principal executive offices)
|
||
(858) 673-8600
(Registrant’s Telephone Number, Including Area
Code)
|
Large accelerated filer
|
[ ]
|
Accelerated filer
|
[X]
|
Non-accelerated filer
(Do not check if smaller reporting company)
|
[ ]
|
Smaller Reporting Company
|
[ ]
|
Name
|
|
Age
|
|
Principal Occupation/Position Held With the Company
|
Mr. S. James Miller, Jr.
|
|
63
|
|
Chief Executive Officer and Chairman of the Board of
Directors
|
Mr. Wayne Wetherell
|
|
64
|
|
Sr. Vice President, Chief Financial Officer, Secretary and
Treasurer
|
Mr. David Harding
|
|
47
|
|
Vice President, Chief Technical Officer
|
Mr. Robert Brown
|
|
55
|
|
Vice President, Sales and Business Development
|
Mr. David Carey
|
|
72
|
|
Director
|
Mr. Guy Steve Hamm
|
|
69
|
|
Director
|
Mr. David Loesch
|
|
72
|
|
Director
|
Mr. John Cronin
|
|
62
|
|
Director
|
Mr. Neal Goldman
|
|
72
|
|
Director
|
Mr. Charles Crocker
|
|
78
|
|
Director
|
Mr. Dana W. Kammersgard
|
|
61
|
|
Director
|
●
|
achieve or exceed our annual financial plan and achieve
profitability;
|
●
|
make continuous progression towards achieving our long-term
strategic objectives to be a high-growth company with growing
profitability; and
|
●
|
increase our share price to provide greater value to our
stockholders.
|
●
|
base salary;
|
●
|
annual incentive compensation (in the form of bonuses or
otherwise); and
|
●
|
equity awards pursuant to the terms and conditions of our 1999
Stock Award Plan (the "
1999
Plan
").
|
The Compensation Committee of the Board of Directors:
|
David Carey (Chairman)
John Cronin
Neal Goldman
|
Name and Principal Position
|
Year
|
|
Salary
|
|
|
Stock Awards
|
|
|
Option Awards
(1)(2)
|
|
All Other
Compensation
|
|
|
Total
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
S. James Miller, Jr.
|
2016
|
|
$
|
368,938
|
|
|
$
|
-
|
|
|
$
|
174,185
|
|
$
|
19,816
|
(3)
|
|
$
|
562,939
|
||
Chairman of the Board and
Chief Executive Officer
|
2015
|
|
$
|
370,284
|
|
|
$
|
-
|
|
|
$
|
184,850
|
|
$
|
21,551
|
|
|
$
|
576,685
|
||
|
2014
|
|
$
|
356,699
|
|
|
$
|
-
|
|
|
$
|
91,935
|
|
$
|
21,310
|
|
|
$
|
469,944
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Wayne G. Wetherell
|
2016
|
|
$
|
207,333
|
|
|
$
|
|
|
|
$
|
48,676
|
|
$
|
11,787
|
(4)
|
|
$
|
267,796
|
||
Senior Vice President
Chief Financial Officer,
|
2015
|
|
$
|
211,320
|
|
|
$
|
-
|
|
|
$
|
92,425
|
|
$
|
13,714
|
|
|
$
|
317,459
|
||
Secretary, and Treasurer
|
2014
|
|
$
|
207,333
|
|
|
$
|
-
|
|
|
$
|
18,387
|
|
$
|
13,534
|
|
|
$
|
239,254
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
David Harding
|
2016
|
|
$
|
242,955
|
|
|
$
|
|
|
|
$
|
150,807
|
|
$
|
4,105
|
(5)
|
|
$
|
397,867
|
||
Vice President and
Chief Technical Officer
|
2015
|
|
$
|
234,400
|
|
|
$
|
-
|
|
|
$
|
154,041
|
|
$
|
3,768
|
|
|
$
|
392,209
|
||
|
2014
|
|
$
|
230,000
|
|
|
$
|
-
|
|
|
$
|
91,935
|
|
$
|
3,757
|
|
|
$
|
325,692
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Robert Brown
(7)
|
2016
|
|
$
|
187,292
|
|
|
$
|
|
|
|
$
|
161,843
|
|
$
|
1,301
|
(6)
|
|
$
|
350,436
|
||
Vice President Sales and
Business Development
|
2015
|
|
$
|
97,500
|
|
|
$
|
-
|
|
|
$
|
466,042
|
|
$
|
253
|
|
|
$
|
563,795
|
||
|
2014
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
$
|
-
|
|
|
$
|
-
|
||
(1)
|
|
All option awards were granted under the
1999 Plan
.
|
|||||||||||||||||||
|
|
|
|||||||||||||||||||
(2)
|
|
The amounts presented in this column do not reflect the cash value
or realizable value of option grants to the named executive
officers during the year ended December 31, 2016. During the
year ended December 31, 2016, no named executive officer exercised
an option and therefore no value was realized during the reporting
period. The amounts reflect the grant date fair value of
the options awarded in the fiscal year ended December 31,
2016, 2015 and 2014 respectively, in accordance with the provisions
of ASC 718. We have elected to use the Black-Scholes
option-pricing model, which incorporates various assumptions
including volatility, expected life, and interest rates. We are
required to make various assumptions in the application of the
Black-Scholes option-pricing model and have determined that the
best measure of expected volatility is based on the historical
weekly volatility of our common stock. Historical volatility
factors utilized in our Black-Scholes computations range from 74%
to 121%. We have elected to estimate the expected life of an award
based upon the SEC approved “simplified method” noted
under the provisions of Staff Accounting Bulletin No. 110. The
expected term used by the Company during the years ended December
31, 2016, 2015 and 2014 was 5.9 years. The difference between the
actual historical expected life and the simplified method was
immaterial. The interest rate used is the risk free interest
rate and is based upon U.S. Treasury rates appropriate for the
expected term. Interest rates used in the Company’s
Black-Scholes calculations for the years ended December 31, 2016,
2015 and 2014 was 2.6%. Dividend yield is zero, as we do not expect
to declare any dividends on our common shares in the foreseeable
future. In addition to the key assumptions used in the
Black-Scholes model, the estimated forfeiture rate at the time of
valuation is a critical assumption. We have estimated an annualized
forfeiture rate of 0% for corporate officers, 4.1% for members of
the Board of Directors and 6.0% for all other employees. We review
the expected forfeiture rate annually to determine if that percent
is still reasonable based on historical experience.
|
|||||||||||||||||||
(3)
|
|
This amount includes premiums on life insurance and disability
insurance of $9,216 and matching 401(k) contributions of
$10,600.
|
|||||||||||||||||||
|
|
|
|||||||||||||||||||
(4)
|
|
This amount includes premiums on life insurance and disability
insurance of $3,377 and matching 401(k) contributions of
$8,408.
|
|||||||||||||||||||
|
|
|
|||||||||||||||||||
(5)
|
|
This amount includes premiums in life insurance and disability
insurance of $2,905 and matching 401(k) contributions of
$1,200.
|
|||||||||||||||||||
|
|
|
|||||||||||||||||||
(6)
|
|
This amount includes premiums on life insurance and disability
insurance of $1,301.
|
|||||||||||||||||||
|
|
|
|||||||||||||||||||
(7)
|
|
Mr. Brown joined the Company in June 2015.
|
|
Grant Date
|
All Other Option Awards: Number of Securities Underlying
Options
(#)
|
Exercise or Base Price of Option Awards
($/Share)
(1)
|
Grant Date Fair Value of Stock and Option Awards
($)
(2)
|
S.
James Miller, Jr.
|
09/20/2016
|
300,000
|
$
1.37
|
$
249,424
|
Wayne G.
Wetherell
|
09/20/2016
|
75,000
|
$
1.37
|
$
62,356
|
David
Harding
|
09/20/2016
|
300,000
|
$
1.37
|
$
249,424
|
Robert
Brown
|
09/20/2016
|
75,000
|
$
1.37
|
$
62,356
|
(1)
|
|
Each option was granted at an exercise price equal to the fair
market value of our Common Stock on the grant date which was equal
to the closing price of a share of our common stock, as reported by
the OTCQB, on the date of grant.
|
(2)
|
|
The amounts reflect the grant date fair value, in accordance with
the provisions of ASC 718. Assumptions used in the calculation of
these amounts are included in Note 2 of the Consolidated Financial
Statements included in our Annual Report on Form 10-K for the year
ended December 31, 2016.
|
|
Option Awards
|
|
Stock Awards
|
||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options:
Exercisable (#)
|
|
Number of
Securities
Underlying
Unexercised
Options:
Unexercisable (#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of Shares That Have Not
Vested (#)
|
|
Market
Value of Shares That Have Not Vested ($)
|
||
S. James Miller, Jr.
|
100,000
|
|
—
|
|
$
|
0.20
|
|
1/27/2019
|
|
—
|
|
$
|
—
|
|
183,000
|
|
—
|
|
$
|
0.73
|
|
1/29/2020
|
|
—
|
|
$
|
—
|
|
225,000
|
|
—
|
|
$
|
1.11
|
|
3/10/2021
|
|
—
|
|
$
|
—
|
|
450,000
|
|
—
|
|
$
|
0.92
|
|
2/2/2022
|
|
—
|
|
$
|
—
|
|
100,000
|
|
—
|
|
$
|
0.93
|
|
2/8/2023
|
|
—
|
|
$
|
—
|
|
100,000
|
|
—
|
|
$
|
1.93
|
|
10/29/2023
|
|
—
|
|
$
|
—
|
|
33,336
|
|
16,664
|
|
$
|
2.29
|
|
12/15/2024
|
|
—
|
|
$
|
—
|
|
62,500
|
|
87,500
|
|
$
|
1.73
|
|
9/14/2025
|
|
—
|
|
$
|
—
|
|
—
|
|
300,000
|
|
|
1.37
|
|
9/20/2026
|
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wayne G. Wetherell
|
60,000
|
|
—
|
|
$
|
0.20
|
|
1/27/2019
|
|
—
|
|
$
|
—
|
|
60,000
|
|
—
|
|
$
|
0.73
|
|
1/29/2020
|
|
—
|
|
$
|
—
|
|
100,000
|
|
—
|
|
$
|
0.92
|
|
2/2/2022
|
|
—
|
|
$
|
—
|
|
10,000
|
|
—
|
|
$
|
1.93
|
|
10/29/2023
|
|
—
|
|
$
|
—
|
|
6,668
|
|
3,332
|
|
$
|
2.29
|
|
12/15/2024
|
|
—
|
|
$
|
—
|
|
31,250
|
|
43,750
|
|
$
|
1.73
|
|
9/14/2025
|
|
—
|
|
$
|
—
|
|
—
|
|
75,000
|
|
|
1.37
|
|
9/20/2026
|
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Harding
|
50,000
|
|
—
|
|
$
|
0.20
|
|
1/27/2019
|
|
—
|
|
$
|
—
|
|
80,000
|
|
—
|
|
$
|
0.73
|
|
1/29/2020
|
|
—
|
|
$
|
—
|
|
325,000
|
|
—
|
|
$
|
0.92
|
|
2/2/2022
|
|
—
|
|
$
|
—
|
|
100,000
|
|
—
|
|
$
|
.93
|
|
2/8/2023
|
|
—
|
|
$
|
—
|
|
75,000
|
|
—
|
|
$
|
1.93
|
|
10/29/2023
|
|
—
|
|
$
|
—
|
|
33,336
|
|
16,664
|
|
$
|
2.29
|
|
12/15/2024
|
|
—
|
|
$
|
—
|
|
52,088
|
|
72,912
|
|
$
|
1.73
|
|
9/14/2025
|
|
—
|
|
$
|
—
|
|
—
|
|
300,000
|
|
|
1.37
|
|
9/20/2026
|
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert Brown
|
125,000
|
|
175,000
|
|
$
|
1.70
|
|
7/16/2025
|
|
—
|
|
$
|
—
|
|
31,250
|
|
43,750
|
|
$
|
1.73
|
|
9/14/2025
|
|
—
|
|
$
|
—
|
|
—
|
|
75,000
|
|
|
1.37
|
|
9/20/2026
|
|
—
|
|
$
|
—
|
Plan Category
|
Number of securities to be issued
upon exercise of outstanding options, warrants
and rights
|
Weighted-
Average exercise price of outstanding options, warrants
and rights
|
Number of securities remaining available
for future issuance under equity compensation plans
(excluding securities reflected in
column) (a)
|
|
(a)
|
(b)
|
(c)
|
Equity compensation plans approved by security
holders:
|
|
|
|
1999
Stock Award Plan, as amended and restated
|
6,506,843
|
$
1.21
|
55,938
|
|
|
|
|
|
|
|
|
Total
|
6,506,843
|
$
1.21
|
55,938
|
|
Fees Earned or
Paid in Cash ($)
|
Stock
Awards ($)
|
Option
Awards
($)
(1)
|
All Other Compensation ($)
|
Total ($)
|
Guy
Steve Hamm
|
$
5,500
|
$
—
|
$
44,758
|
$
—
|
$
50,258
|
|
|
|
|
|
|
David
Carey
|
$
7,500
|
$
—
|
$
44,758
|
$
—
|
$
52,258
|
|
|
|
|
|
|
David
Loesch
|
$
2,500
|
$
—
|
$
44,758
|
$
—
|
$
47,258
|
|
|
|
|
|
|
John
Cronin
|
$
2,500
|
$
—
|
$
44,758
|
$
—
|
$
47,258
|
|
|
|
|
|
|
Neal
Goldman
|
$
2,500
|
$
—
|
$
44,758
|
$
—
|
$
47,258
|
|
|
|
|
|
|
Charles
Crocker
|
$
—
|
$
—
|
$
45,811
|
$
—
|
$
45,811
|
|
|
|
|
|
|
Dana
Kammersgard
|
$
—
|
$
—
|
$
21,366
|
$
—
|
$
21,366
|
(1)
|
The
amounts reflect the grant date fair value of options recognized as
compensation in 2016, in accordance with the provisions of ASC 718
and thus may include amounts from awards granted prior to 2016.
Assumptions used in the calculation of these amounts are included
in Notes to the Consolidated Financial
Statements.
|
ITEM 12.
|
SE
C
URITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS
MATTERS
|
(i)
|
Each of our officers and directors;
|
(ii)
|
All officer and directors as a group; and
|
(iii)
|
Each person known by us to beneficially own five percent or more of
the outstanding shares of our Common Stock, Series B Preferred,
Series E Preferred and Series F Preferred. Percent
ownership is calculated based on
239,400
shares of Series B Preferred,
12,000
shares of Series E Preferred, 2,000 shares of
Series F Preferred, 6,021 shares of Series G Preferred
and 92,326,286 shares Common Stock outstanding at April 12,
2017.
|
Name, Address and Title (if applicable)
|
Series B Convertible Redeemable
Preferred Stock
(1)
|
% Ownership of Class
(1)
|
Darrelyn
Carpenter
|
28,000
|
12
%
|
|
|
|
Frederick
C. Orton
|
20,000
|
8
%
|
|
|
|
Howard
Harrison
|
20,000
|
8
%
|
|
|
|
Wesley
Hampton
|
16,000
|
7
%
|
(1)
|
Beneficial ownership is determined in accordance with the rules of
the SEC and generally includes voting or investment power with
respect to securities.
|
Name, Address and Title (if applicable)
|
Series E Convertible Redeemable Preferred Stock
(1)
|
% Ownership of Class
(1)
|
Charles
L. Frischer
|
2,636
|
22
%
|
|
|
|
Neal
Goldman
|
2,278
|
19
%
|
|
|
|
CF Special Situation Fund I LP
(2)
|
2,286
|
19
%
|
|
|
|
Wynnefield Partners Small Cap Value, LP
I
(3)
|
1,500
|
12.5
%
|
(1)
|
Beneficial ownership is determined in accordance with the rules of
the SEC and generally includes voting or investment power with
respect to securities.
|
|
|
(2)
|
Includes 120 shares held in the name of CF Special Situation Fund
II, LP, and 286 shares held by Robert T.
Clutterbuck. Mr. Clutterbuck has shared voting and
dispositive power of these shares.
|
(3)
|
Includes 450 shares held in the name of Wynnefield Partners Small
Cap Value, LP and 300 shares held by Wynnefield Small Cap Value
Offshore Fund Ltd.
|
Name, Address and Title (if applicable)
|
Series F Convertible Redeemable Preferred Stock
(1)
|
% Ownership of Class
(1)
|
CAP
1, LLC
|
2,000
|
100
%
|
(1)
|
Beneficial ownership is determined in accordance with the rules of
the SEC and generally includes voting or investment power with
respect to securities.
|
|
|
Name, Address and Title (if applicable)
|
Series G Convertible Redeemable Preferred Stock
(1)
|
% Ownership of Class
(1)
|
CF
Special Situations Fund
(2)
|
5,215
|
87
%
|
|
|
|
Charles
L. Frischer
|
469
|
8
%
|
(1)
|
Beneficial ownership is determined in accordance with the rules of
the SEC and generally includes voting or investment power with
respect to securities.
|
(2)
|
Includes
3,380 shares held in the name of CF Special Situation Fund I, LP,
223 shares held in the name of CF Special Situation Fund I, LP,
1,612 shares held by Robert T. Clutterbuck. Mr.
Clutterbuck has shared voting and dispositive power of these
shares.
|
(1)
|
All entries exclude beneficial ownership of shares issuable
pursuant to options that have not vested or that are not otherwise
exercisable as of the date hereof or which will not become vested
or exercisable within 60 days of April 12,
2017.
|
(2)
|
Percentages are rounded to nearest one-tenth of one percent.
Percentages are based on 92,326,286 shares of Common Stock
outstanding as of April 12, 2017. Options that are presently
exercisable or exercisable within 60 days of April 12, 2017 are
deemed to be beneficially owned by the stockholder holding the
options for the purpose of computing the percentage ownership of
that stockholder, but are not treated as outstanding for the
purpose of computing the percentage of any other
stockholder.
|
|
|
(3)
|
Includes 75,201 shares held jointly with spouse,
1,270,502 shares issuable upon exercise of stock options, each
exercisable within 60 days of April 12, 2017.
|
|
|
(4)
|
Includes 94,003 shares issuable upon exercise of stock options
exercisable within 60 days of April 12, 2017.
|
|
|
(5)
|
Includes 96,503 shares issuable upon exercise of stock options
exercisable within 60 days of April 12, 2017.
|
|
|
(6)
|
Includes 94,003 shares issuable upon exercise of stock options,
each exercisable within 60 days of April 12, 2017.
|
|
|
(7)
|
Includes 1,198,947 shares issuable upon the conversion of Series E
Preferred Stock and 66,503 shares issuable upon exercise of stock
options, each exercisable within 60 days of April 12, 2017. Mr.
Goldman exercises sole voting and dispositive power over 30,968,215
shares, and shared voting and dispositive power over 3,147,700
reported shares, of which 3,000,000 shares are owned by the Goldman
Family 2012 GST Trust and 147,700 shares are owed by The Neal and
Marlene Goldman Foundation.
|
|
|
(8)
|
Includes 116,503 shares issuable upon exercise of stock options
exercisable within 60 days of April 12, 2017.
|
|
|
(9)
|
Includes 116,503 shares issuable upon exercise of stock
options exercisable within 60 days of April 12, 2017.
|
|
|
(10)
|
Includes 275,001 shares issuable upon exercise of stock
options exercisable within 60 days of April 12, 2017.
|
|
|
(11)
|
Includes 730,006
shares issuable upon exercise of stock options exercisable within
60 days of April 12, 2017
.
|
|
|
(12) | Includes 175,000 shares issuable upon exercise of stock options exercisable within 60 days of April 12, 2017. |
* less than 1%
|
Balance
outstanding under Lines of Credit as of December 31,
2014
|
$
1,550
|
Borrowing
under Lines of Credit
|
750
|
Repayments
|
(350
|
Exchange
of Indebtedness for Series E Preferred Stock
|
(1,950
)
|
Balance
outstanding under Lines of Credit as of December 31,
2015
|
$
—
|
Borrowings
under Lines of Credit
|
2,650
|
Repayments
|
—
|
Balance
outstanding under Lines of Credit as of December 31,
2016
|
$
2,650
|
|
Fiscal Year Ended
|
|
|
2016
|
2015
|
|
|
|
Audit
fees
|
$
202,000
|
$
214,000
|
|
|
|
Audit-related
fees
|
—
|
—
|
|
|
|
Tax
fees
|
—
|
—
|
|
|
|
All
other fees
|
—
|
—
|
|
|
|
Total
Fees
|
$
202,000
|
$
214,000
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
The following documents are filed as part of this Annual
Report:
|
Exhibit No.
|
|
Description
|
2.1
|
|
Agreement and Plan of Merger, dated October 27, 2005 (incorporated
by reference to Annex A to the Company’s Definitive Proxy
Statement on Schedule 14A, filed November 15, 2005).
|
3.1
|
|
Certificate of Incorporation (incorporated by reference to Annex B
to the Company’s Definitive Proxy Statement on Schedule 14A,
filed November 15, 2005).
|
3.2
|
|
Certificate of Amendment to Articles of Incorporation (incorporated
by reference to Exhibit 3.1 to the Company's Current Report on Form
8-K, filed October 14, 2011).
|
3.3
|
|
Amended
and Restated Bylaws (incorporated by reference to Exhibit 3.2 to
the Company’s Current Report on Form 8-K, filed February 16,
2017).
|
3.4
|
|
Certificate of Designations, Preferences and Rights of the Series E
Convertible Preferred Stock (incorporated by reference to Exhibit
3.1 to the Company’s Current Report on Form 8-K, filed
February 2, 2015).
|
3.5
|
|
Certificate of Designations, Preferences and Rights of the Series F
Convertible Preferred Stock (incorporated by reference to Exhibit
3.1 to the Company’s Current Report on Form 8-K, filed
September 9, 2016).
|
3.6
|
|
Certificate of Designations, Preferences and Rights of the Series G
Convertible Preferred Stock (incorporated by reference to Exhibit
3.1 to the Company’s Current Report on Form 8-K, filed
December 30, 2016).
|
3.7
|
|
Amendment No. 1 to the Certificate of Designations, Preferences and
Rights of the Series E Convertible Preferred Stock (incorporated by
reference to Exhibit 3.2 to the Company’s Current Report on
Form 8-K, filed December 30, 2016).
|
4.1
|
|
Form of Amendment to Warrant, dated March 21, 2012, (incorporated
by reference to Exhibit 4.16 to the Company's Annual Report on Form
10-K, filed April 4, 2012).
|
10.1
|
|
Employment Agreement, dated September 27, 2005, between the Company
and S. James Miller (incorporated by reference to Exhibit 10.1 to
the Company’s Current Report on Form 8-K, filed September 30,
2005).
|
10.2
|
|
Form of Indemnification Agreement entered into by the Company with
its directors and executive officers (incorporated by reference to
Exhibit 10.4 to the Company’s Registration Statement on Form
SB-2 (No. 333-93131), filed December 20, 1999, as
amended).
|
10.3
|
|
Amended and Restated 1999 Stock Plan Award (incorporated by
reference to Appendix B of the Company’s Definitive Proxy
Statement on Schedule 14A, filed November 21, 2007).
|
10.4
|
|
Form of Stock Option Agreement (incorporated by reference to
Exhibit 10.2 to the Company’s Current Report on Form 8-K,
filed July 14, 2005).
|
10.5
|
|
2001 Equity Incentive Plan (incorporated by reference to Exhibit
10.2 to the Company’s Quarterly Report on Form 10-QSB, filed
November 14, 2001).
|
10.6
|
|
Securities Purchase Agreement, dated September 25, 2007, by and
between the Company and certain accredited investors (incorporated
by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K, filed September 26, 2007).
|
10.7
|
|
Office Space Lease between I.W. Systems Canada Company and GE
Canada Real Estate Equity, dated July 25, 2008 (incorporated by
reference to Exhibit 10.39 to the Company’s Annual Report on
Form 10-K, filed February 24, 2010).
|
10.8
|
|
Form of Securities Purchase Agreement, dated August 29, 2008 by and
between the Company and certain accredited investors (incorporated
by reference to Exhibit 10.40 to the Company’s Annual Report
on Form 10-K, filed February 24, 2010).
|
10.9
|
|
Change of Control and Severance Benefits Agreement, dated September
27, 2008, between Company and Charles Aubuchon (incorporated by
reference to Exhibit 10.41 to the Company’s Annual Report on
Form 10-K, filed February 24, 2010).
|
10.10
|
|
Change of Control and Severance Benefits Agreement, dated September
27, 2008, between Company and David Harding (incorporated by
reference to Exhibit 10.42 to the Company’s Annual Report on
Form 10-K, filed February 24, 2010).
|
10.11
|
|
First Amendment to Employment Agreement, dated September 27, 2008,
between the Company and S. James Miller (incorporated by reference
to Exhibit 10.43 to the Company’s Annual Report on Form 10-K,
filed February 24, 2010).
|
10.12
|
|
Form of Convertible Note dated November 14, 2008 (incorporated by
reference to Exhibit 10.45 to the Company’s Annual Report on
Form 10-K, filed February 24, 2010).
|
10.13
|
|
Second Amendment to Employment Agreement, dated April 6, 2009,
between the Company and S. James Miller (incorporated by reference
to Exhibit 10.50 to the Company’s Annual Report on Form 10-K,
filed February 24, 2010).
|
10.14
|
|
Office Space Lease between the Company and Allen W. Wooddell, dated
July 25, 2008 (incorporated by reference to Exhibit 10.54 to the
Company’s Annual Report on Form 10-K, filed February 24,
2010).
|
10.15
|
|
Third Amendment to Employment Agreement, dated December 10, 2009,
between the Company and S. James Miller (incorporated by reference
to Exhibit 10.60 to the Company’s Annual Report on Form 10-K,
filed February 24, 2010).
|
10.16
|
|
Securities Purchase Agreement, dated December 12, 2011, by and
between the Company and certain accredited investors (incorporated
by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K, filed December 21, 2011).
|
10.17
|
|
Note Exchange Agreement, dated December 12, 2011, by and between
the Company and certain accredited investors (incorporated by
reference to Exhibit 10.2 to the Company’s Current Report on
Form 8-K, filed December 21, 2011).
|
10.18
|
|
Fourth Amendment to Employment Agreement, dated March 10, 2011,
between the Company and S. James Miller, (incorporated by reference
to Exhibit 10.40 to the Company’s Annual Report on Form 10-K,
filed January 17, 2012).
|
10.19
|
|
Fifth Amendment to Employment Agreement, dated January 31, 2012,
between the Company and S. James Miller, Jr., (incorporated by
reference to Exhibit 10.44 to the Company’s Annual Report on
Form 10-K, filed April 4, 2012.
|
10.20
|
|
Employment Agreement, dated January 1, 2013, between the Company
and Wayne Wetherell (incorporated by reference to Exhibit 10.1 to
the Company's Current Report on Form 8-K, filed March 7,
2013).
|
10.21
|
|
Employment Agreement, dated January 1, 2013, between the Company
and David Harding (incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K, filed March 7,
2013).
|
10.22
|
|
Convertible Promissory Note dated March 27, 2013 issued by the
Company to Neal Goldman (incorporated by reference to Exhibit 10.41
to the Company's Annual Report on Form 10-K, filed April 1,
2013).
|
10.23
|
|
Amendment to Convertible Promissory Note, dated March 12, 2014
(incorporated by reference to Exhibit 10.1 to the Company's Current
Report on Form 8-K, filed March 13, 2014).
|
10.24
|
|
Note Exchange Agreement, dated January 29, 2015 (incorporated by
reference to the Company’s Current Report on Form 8-K, filed
February 2, 2015).
|
10.25
|
|
Sixth
Amendment to Employment Agreement, by and between S. James Miller
and the Company, dated November 1, 2013 (incorporated by reference
to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed
November 7, 2013).
|
10.26
|
|
Seventh Amendment to Employment Agreement, by and between S. James
Miller, Jr. and the Company, dated January 9, 2015 (incorporated by
reference to the Company’s Current Report on Form 8-K, filed
January 15, 2015).
|
10.27
|
|
Second Amendment to Employment Agreement, by and between Wayne
Wetherell and the Company, dated January 9, 2015 (incorporated by
reference to the Company’s Current Report on Form 8-K, filed
January 15, 2015).
|
10.28
|
|
Second
Amendment to Employment Agreement, by and between David E. Harding
and the Company, dated January 9, 2015 (incorporated by reference
to the Company’s Current Report on Form 8-K, filed January
15, 2015).
|
10.29
|
|
Amendment
No. 3 to Convertible Promissory Note, dated December 8, 2014
(incorporated by reference to the Company’s Current Report on
Form 8-K, filed December 10, 2014).
|
10.30
|
|
Third
Amendment to Employment Agreement, by and between Wayne Wetherell
and the Company, dated December 14, 2015 (incorporated by reference
to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed
December 21, 2015).
|
10.31
|
|
Third
Amendment to Employment Agreement, by and between David E. Harding
and the Company, dated December 14, 2015 (incorporated by reference
to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed
December 21, 2015).
|
10.32
|
|
Eighth
Amendment to Employment Agreement, by and between S. James Miller
and the Company, dated December 14, 2015 (incorporated by reference
to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed
December 21, 2015).
|
10.33
|
|
Amendment No. 4 to Convertible Promissory Note, dated March 8, 2016
(incorporated by reference to the Company's Current Report on Form
8-K, filed March 10, 2017).
|
10.34
|
|
Convertible Promissory Note, dated March 9, 2016 (incorporated by
reference to the Company's Current Report on Form 8-K, filed March
10, 2017).
|
10.35
|
|
Form of Securities Purchase Agreement, dated September 7, 2016
(incorporated by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K, filed September 9, 2016).
|
10.36
|
|
Amendment No. 5 to Convertible Promissory Note, dated January 23,
2017 (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 10-K, filed January 26,
2017).
|
10.37
|
|
Form of Subscription Agreement for Series G Convertible Preferred
Stock (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K, filed December 30,
2016).
|
10.38
|
|
Form of Exchange Agreement (incorporated by reference to Exhibit
10.2 to the Company’s Current Report on Form 8-K, filed
December 30, 2016).
|
10.39
|
|
Ninth Amendment to Employment Agreement, by and between James
Miller, Jr. and the Company, dated October 20, 2016 (incorporated
by reference to Exhibit 10.3 to the Company’s Current Report
on Form 8-K, filed December 30, 2016).
|
10.40
|
|
F
ourth
Amendment to Employment Agreement, by and between Wayne Wetherell
and the Company, dated October 20, 2016 (incorporated by reference
to Exhibit 10.4 to the Company’s Current Report on Form 8-K,
filed December 30, 2016).
|
10.41
|
|
Fourth Amendment to Employment Agreement, by and between David E.
Harding and the Company, dated October 20, 2016 (incorporated by
reference to Exhibit 10.5 to the Company’s Current Report on
Form 8-K, dated December 30, 2016).
|
21.1
|
|
List of Subsidiaries (incorporated by referenced to Exhibit 21.1 to
the Company’s Annual Report on Form 10-K filed February 24,
2010).
|
23.1
|
|
Consent of Independent Registered Public Accounting
Firm.
|
31.1
|
|
Certification of CEO as Required by Rule 13a-14(a)/15d-14, filed
herewith.
|
31.2
|
|
Certification of CFO as Required by Rule 13a-14(a)/15d-14, filed
herewith.
|
32*
|
|
Certification of CEO and CFO as Required by Rule 13a-14(a) and Rule
15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of
Title 18 of the United States Code.
|
101.INS *
|
|
XBRL Instance Document
|
101.SCH *
|
|
XBRL Taxonomy Extension Schema
|
101.CAL *
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF *
|
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB *
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE *
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
Registrant
Date:
April 21, 2017
|
|
ImageWare Systems, Inc.
/s/ S. James
Miller, Jr.
|
|
|
S.
James Miller, Jr.
|
|
|
Chief
Executive Officer (Principal Executive Officer),
President
|
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