UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549








FORM 10-K/A


(Amendment No. 1)





(Mark One)


[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934





For the fiscal year ended December 31, 2019





[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934





For the transition period from [____] to [____]








Commission file number 001-15757





IMAGEWARE SYSTEMS INCORPORATED


(Exact name of registrant as specified in its charter)





Delaware

33-0224167(State or other jurisdiction
of incorporation or organization)

(I.R.S. Employer
Identification No.)13500 Evening Creek Drive N., Suite 550
San Diego, CA 92128
(Address of principal executive offices)(858) 673-8600
(Registrant’s Telephone Number, Including Area
Code)





Securities registered pursuant to Section 12(b) of the
Act:





Title of each class

Trading Symbol(s)

Name of each exchange on which
registeredCommon
Stock, par value $0.01 per share

IWSY

OTCQB
Marketplace








Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes
[  ]  No [X]





Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes
[  ] No [X]





Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes [X] No [  ]





Indicate
by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such a shorter period that the
registrant was required to submit such files).  Yes [X] 
No [   ]





Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company or emerging growth company. See
definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule
12b-2 of the Exchange Act.:





Large accelerated filer
☐
Accelerated filer
☒Non–Accelerated filer
☐
Smaller reporting company
☒Emerging growth company
☐





If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐





Indicate
by check mark whether the registrant has filed a report on and
attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))
by the registered public accounting firm that prepared or issued
its audit report. ☐





Indicate by check mark whether the registrant is a shell company
(as defined in Exchange Act Rule 12b-2). Yes
[   ]  No [X]





The aggregate market value of the registrant’s common stock
held by non-affiliates of the registrant as of June 30, 2019, the
last business day of the registrant’s most recently completed
second fiscal quarter, as reported on the OTCQB marketplace was
$65,351,159.
This number excludes shares of common stock held by affiliates,
executive officers and directors.





As of May 13, 2020, there were 127,352,722 shares of the
registrant’s common stock outstanding.

















EXPLANATORY NOTE





ImageWare Systems,
Inc. (the “Company”) is filing this
Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to its Annual
Report on Form 10-K for the year ended December 31, 2019,
originally filed with the Securities and Exchange Commission (the
“SEC”) on May
15, 2020 (the “Original Form
10-K”), solely to disclose that the Company had filed
the Original Form 10-K after the March 16, 2020 deadline applicable
to the Company for the filing of a Form 10-K in reliance on the
45-day extension provided by an order issued by the U.S. Securities
and Exchange Commission (the “SEC”) under Section 36 of the
Securities Exchange Act of 1934, as amended (the
“Exchange
Act”), dated March 4, 2020 (Release No. 34-88318), as
modified and superseded by a new SEC order issued on March 25, 2020
(Release No. 34-88465) (collectively, the “Order”).





On March 16, 2020, the Company filed a Current Report
on Form 8-K to indicate its intention to rely on the Order for such
extension. After the diagnosis of COVID-19 virus in close
proximity of Company employees, the Company has closed its
corporate offices and has requested all employees to work remotely
until further notice. Employees affected include certain of its key
personnel responsible for assisting the Company in the preparation
of its financial statements. In view of these circumstances, the
Company was unable to timely provide its auditors and accountants
with financial records to provide consent, and therefore unable
Company to file a timely and accurate Annual Report on Form 10-K
for its year ended December 31, 2019 by the prescribed date without
undue hardship and expense to the Company.





Consistent with the Company’s statements made in
the Form 8-K, the Company was unable to file the Original Form 10-K
in a timely manner, and therefore relied on the Order due to circumstances
related to COVID-19.  The Company filed ithe Original Form
10-K on May 15, 2020, after
utilizing a subsequent additional 15-day extension in reliance on
Rule 12b-25(b) under the Exchange
Act.





In accordance with
Rule 12b-15 under the Exchange Act, the Company is including in
this Amendment No. 1 an amended Part IV, Item 15 to include
currently dated certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the
Company’s principal executive officer and principal financial
officer. Because no financial statements have been included
in this Amendment and this Amendment does not contain or amend any
disclosure with respect to Items 307 and 308 of Regulation S-K,
paragraphs 3, 4 and 5 of the certifications have been omitted.
Similarly, we are not including the certifications under Section
906 of the Sarbanes-Oxley Act of 2002 as no financial statements
are being filed with this Amendment.





Except as described
above, this Amendment does not amend, modify or update the
information in, or exhibits to, the Original 10-K. Furthermore,
this Amendment does not change any previously reported financial
results nor does it reflect events occurring after the filing of
the Original 10-K. This Amendment should be read in conjunction
with the Original 10-K and with the Company’s other filings
made with the SEC subsequent to the filing of the Original
10-K.








-55-





PART IV





ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES





(a)
The following documents are filed as part of this Annual
Report:








Exhibit No.

Description31.1

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.














SIGNATURES





In
accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, there unto duly
authorized.





Date: May 19, 2020

ImageWare Systems, Inc.

/s/
Kristin TaylorKristin TaylorChief Executive Officer (Principal Executive Officer) and
President








Date: May 19, 2020

/s/
Jonathan D. MorrisJonathan D. MorrisChief Financial Officer (Principal Financial Officer)