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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549








FORM 10-Q/AAmendment No. 1








|  |                                                                                             
|- | --------------------------------------------------------------------------------------------
|☒ | QUARTERLY REPORT PURSUANT
    TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|  |                                                                                             
|  | For the quarterly period ended June 30, 2015                                                
|  |                                                                                             
|  | OR                                                                                          
|  |                                                                                             
|☐ | 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: 0-26056








Image Sensing Systems, Inc.

(Exact name of registrant as specified in its charter)



|                                         |                    
|---------------------------------------- | -------------------
|Minnesota                                | 41-1519168         
|(State or other jurisdiction of          | (I.R.S. Employer   
|incorporation or organization)           | Identification No.)
|                                         |                    
|500
    Spruce Tree Centre               |                    
|1600
    University Avenue West          |                    
|St.
    Paul, MN                         | 55104              
|(Address of principal executive offices) | (Zip Code)         



(651) 603-7700

(Registrant’s telephone number, including area
code)



Not Applicable

(Former name, former address and former fiscal year,
if changed since last report)








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 ☒         No
☐

Indicate by check mark whether
the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted 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 and post such files).   Yes ☒         No
☐

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



|                                              |                            
|--------------------------------------------- | ---------------------------
|Large accelerated filer ☐                     | Accelerated filer ☐        
|                                              |                            
|Non-accelerated filer ☐                       | Smaller reporting company ☒
|(Do not check if a smaller reporting company) |                            



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

Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date.



|Class                                   |  | Outstanding at August 1, 2015
|--------------------------------------- |  | -----------------------------
|Common Stock, $0.01 par value per share |  | 5,013,663 shares             
















IMAGE SENSING SYSTEMS, INC.

TABLE OF CONTENTS







|PART II.  OTHER INFORMATION | 3
|--------------------------- | -
|Item 6. Exhibits            | 3
|SIGNATURES                  | 4
|EXHIBIT INDEX               | 5









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EXPLANATORY NOTE



Image Sensing Systems, Inc. (the “Company”)
is filing this Amendment No. 1 (the “Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended June 30,
2015 filed with the Securities and Exchange Commission on August 11, 2015 (the “Form 10-Q”) in response to comments
received by the Company from the Securities and Exchange Commission regarding the Company’s request for confidential treatment
of certain portions of the Share and Asset Sale and Purchase Agreement dated as of July 9, 2015 among the Company, Image Sensing
Systems EMEA Limited and TagMaster AB (the “SAPA”) filed as Exhibit 2.1 to the Form 10-Q. The Company is filing this
Amendment for the sole purpose of disclosing language previously redacted from the SAPA filed with the Form 10-Q.



In addition, as required by Rule 12b-15 under the Securities
Exchange Act of 1934, new certifications by the Company’s interim principal executive officer and principal financial officer
are filed as exhibits hereto.



Except as described above, this Amendment does not reflect
events occurring after the date of filing of the original Form 10-Q or modify or update those disclosures presented in, or attached
as exhibits to, the original Form 10-Q.





PART II. OTHER INFORMATION



|Item 6. |  | Exhibits
|------- |  | --------



The following exhibits are filed as part of this Amendment
No. 1 to Quarterly Report on Form 10-Q/A:



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2.1           |  | Share and Asset Sale and Purchase Agreement dated as of July 9, 2015 among Image Sensing Systems, Inc., Image Sensing Systems EMEA Limited and TagMaster AB (“SAPA”) (filed herewith).  (Pursuant to Item 601(b)(2) of Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934, certain schedules to the SAPA have not been filed, and the SAPA briefly identifies the contents of these schedules.  Image Sensing Systems, Inc. hereby agrees to furnish supplementally a copy of any omitted schedules to the Securities and Exchange Commission upon its request.)*
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|31.3          |  | Certification of Interim Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|31.4          |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

____________________________________________



* Portions of this exhibit are treated as confidential pursuant to a request
for confidential treatment filed by Image Sensing Systems, Inc. with the Securities and Exchange Commission.





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SIGNATURES



In accordance with the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                           |                             |                                                          
|-------------------------- | --------------------------- | ---------------------------------------------------------
|                           | Image Sensing Systems, Inc.
|                           |                             |                                                          
|Dated:   December 22, 2015 | By:                         | /s/ Dale E. Parker                                       
|                           |                             | Dale E. Parker                                           
|                           |                             | Interim President, Interim Chief Executive Officer and   
|                           |                             | Chief Financial Officer                                  
|                           |                             | (Interim Principal Executive Officer, Principal Financial
|                           |                             | Officer and Principal Accounting Officer)                



















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EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2.1         |  | Share and Asset Sale and Purchase Agreement dated as of July 9, 2015 among Image Sensing Systems, Inc., Image Sensing Systems EMEA Limited and TagMaster AB (“SAPA”) (filed herewith).  (Pursuant to Item 601(b)(2) of Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934, certain schedules to the SAPA have not been filed, and the SAPA briefly identifies the contents of these schedules.  Image Sensing Systems, Inc. hereby agrees to furnish supplementally a copy of any omitted schedules to the Securities and Exchange Commission upon its request.)*
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|31.3        |  | Certification of Interim Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|31.4        |  | Certification of Interim Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



____________________________________________



* Portions of this exhibit are treated as confidential pursuant to a request
for confidential treatment filed by Image Sensing Systems, Inc. with the Securities and Exchange Commission.









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