Nantahala Capital Management, LLC - Jun 3, 2022 Form 4/A - Amendment Insider Report for IMAGEWARE SYSTEMS INC (IWSY)

Role
10%+ Owner
Signature
NANTAHALA CAPITAL MANAGEMENT, LLC By: /s/ Taki Vasilakis, Chief Compliance Officer
Stock symbol
IWSY
Transactions as of
Jun 3, 2022
Transactions value $
-$2,600,000
Form type
4/A - Amendment
Date filed
7/15/2022, 04:33 PM
Date Of Original Report
Jun 8, 2022
Next filing
Jul 15, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction IWSY Series D Convertible Preferred Stock Other -$2.6M -2.6K -16.38% $1,000.00* 13.3K Jun 3, 2022 Common Stock 44.6M $0.06 See Footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Series D Convertible Preferred Stock ("Series D Preferred Stock") is convertible to Common Stock at the option of the holder at any time following three months from the acquisition date, or at the option of ImageWare upon the satisfaction of certain conditions. Series D Preferred Stock does not expire but is subject to certain redemption rights.
F2 The Series D Convertible Redeemable Preferred Stock is being exchanged for additional term loans under the Loan and Security Agreement dated December 29, 2021, as amended June 3, 2022, as further described in the 8-K filed by ImageWare on June 8, 2022.
F3 Nantahala Capital Management, LLC ("NCM"), as investment adviser to certain private funds and managed accounts that hold the ImageWare Systems, Inc. ("ImageWare") common stock ("Common Stock"), Series C Preferred Stock, and Series D Preferred Stock disclosed in this Form 4, may be deemed a beneficial owner of such securities. Each of Mr. Wilmot B Harkey and Mr. Daniel Mack may be deemed a beneficial owner of Common Stock, Series C Preferred Stock, and Series D Preferred Stock beneficially owned by NCM. Each of NCM, Mr. Harkey and Mr. Mack disclaims beneficial ownership of the ImageWare securities disclosed herein except to the extent of their respective pecuniary interests therein.

Remarks:

This filing amends and restates the Form 4 filing made June 8, 2022.