UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A


(Amendment No. 1)


(Mark One)


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





For the quarterly period ended March 31, 2020





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





For the transition period from _________ to _________





Commission file number 001-15757





IMAGEWARE SYSTEMS, INC.


(Exact Name of Registrant as Specified in Its Charter)





Delaware

33-0224167(State
or Other Jurisdiction of

(IRS
EmployerIncorporation
or Organization)

Identification
No.)





13500 Evening Creek Drive N., Suite 550


San Diego, CA 92127


(Address of Principal Executive Offices)





(858) 673-8600


(Registrant’s Telephone Number, Including Area
Code)





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 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
[X]
Smaller
reporting company
[X]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 is a shell company
(as defined in Rule 12b-12 of the Exchange Act).  Yes
[   ]    No [X]





Securities registered pursuant to Section 12(b) of the Act:
None





The number of shares of common stock, par value $0.01 per share,
outstanding on June 20, 2020 was 129,035,167.

















EXPLANATORY NOTE
 
 ImageWare Systems,
Inc. (the “Company”) is filing this
Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) to its
Quarterly Report on Form 10-Q for the three months ended March 31,
2020, originally filed with the Securities and Exchange Commission
(the “SEC”) on
June 26, 2020 (the “Original
Form 10-Q”), solely to disclose that the Company had
filed the Original Form 10-Q after the May 15, 2020 deadline
applicable to the Company for the filing of its Form 10-Q 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 May 11, 2020,
the Company filed a Current Report on Form 8-K, as amended June
26, 2020, (the “Form
8-K”) to
indicate its intention to rely on the Order for such extension.
After the diagnosis of the coronavirus ("COVID-19") in close proximity of the
Company's employees in March 2020, the Company closed its corporate
offices and requested that all employees 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 ongoing
circumstances, the Company was unable to timely provide its
auditors and accountants with financial records, and therefore
allow the Company to file a timely and accurate Quarterly Report on
Form 10-Q for the period ending March 31, 2020 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-Q in a timely manner,
and
therefore relied on the Order due to circumstances related to
COVID-19.  The Company filed the Original Form 10-Q on
June 26, 2020.
 
 In accordance with
Rule 12b-15 under the Exchange Act, the Company is including in
this Amendment No. 1 an amended Part II, Item 6 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 No. 1 and
this Amendment No. 1 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 No. 1.
 
 Except as described
above, this Amendment No. 1 does not amend, modify or update the
information in, or exhibits to, the Original 10-Q. Furthermore,
this Amendment No. 1 does not change any previously reported
financial results nor does it reflect events occurring after the
filing of the Original 10-Q. This Amendment should be read in
conjunction with the Original 10-Q and with the Company’s
other filings made with the SEC subsequent to the filing of the
Original 10-Q.














PART
II. OTHER INFORMATION





ITEM 6. EXHIBITS





(a)

EXHIBITS31.1

Certification
of the Principal Executive Officer pursuant to Rule 13a-14(a) and
15d-14(a)31.2

Certification
of the Principal Financial and Accounting Officer pursuant to Rule
13a-14(a) and 15d-14(a)




















SIGNATURES





In
accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.








Date:   
June 26, 2020

IMAGEWARE
SYTEMS, INCBy:
/s/ Kristin
TaylorKristin
Taylor
Chief
Executive Officer (Principal Executive Officer) and
PresidentDate:   
June 26, 2020

By:
/s/ Jonathan D. MorrisJonathan
D. Morris
Chief
Financial Officer (Principal Financial Officer)