IWSY ImageWare Systems Incorporated (CE)

SCHEDULE 13D

This filing constitutes (i) Amendment No. 7 (“Amendment No. 7”) 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, and Amendment No. 6 (“Amendment No. 6”) on April 12, 2021 (the Initial Schedule 13D, as amended previously and by this Amendment No. 7, this “Schedule 13D/A”), and (ii) Amendment No. 3 (“NCP II Amendment No. 3”) 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”) and as part of Amendment No. 6 on April 12, 2021 (“NCP II Amendment No. 2”). Nantahala, the Principals, and NCP II are referred to herein as the “Reporting Persons”. Except as specifically amended by this Amendment No. 7, 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.

The Reporting Persons are filing this amendment in the course of a monthly review of holdings to disclose changes in beneficial ownership based on a significant change to the number of shares outstanding, which are were reported by the Issuer to be 303,292,986 shares of Common Stock outstanding as of May 17, 2021 on Form 10-Q filed by the company on May 20, 2021.

Items 5(a), and 5(b) 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 303,292,986 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of May 17, 2021 as reported by the Issuer on Form 10-K filed April 5, 2021, plus 261,423,667 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 261,423,667 shares of Common Stock issuable upon the conversion of the Series D Preferred Stock, representing approximately 47.8% 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 270,199,357 shares of Common Stock beneficially owned by Nantahala, representing approximately 47.8% 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 47,751,286 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.

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: June 10, 2021