IWSY ImageWare Systems Incorporated (CE)

IMAGEWARE SYSTEMS, INC. (the “Issuer”).

13500 Evening Creek Drive N, Suite 550, San Diego, California 92128

Nantahala Capital Management, LLC (“Nantahala”)

Wilmot B. Harkey

Daniel Mack (together the “Reporting Persons”)

130 Main St 2^nd Floor

New Canaan, CT 06840

Nantahala is a Massachusetts limited liability company.

Each of Messrs. Harkey and Mack is a citizen of the United States of America.

Title of Class of Securities:

Common Stock, $0.01 par value (the “Shares”).

45245S108

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g) x A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the

Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership:

Amount Beneficially Owned:

As of December 31, 2019, Nantahala may be deemed to be the beneficial owner of 11,434,329 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares. The 11,434,329 Shares includes 750 shares of Series C Convertible Preferred Stock held by the Reporting Persons that may be converted for 7,500,000 Shares within sixty days.

Percent of Class:

As of December 31, 2019, each of the Reporting Persons may be deemed to be the beneficial owner of 9.5% of the total number of Shares outstanding (based upon information provided by the Issuer, there were 113,346,472 Shares outstanding as of December 31, 2019 in addition to the 7,500,000 Shares issuable upon the conversion of the Series C Convertible Preferred Stock).

Nantahala Capital Management, LLC

Each of Messrs. Harkey and Mack:

This Item 5 is not applicable.

This Item 6 is not applicable.

By signing below each Reporting Person certifies that, to the best of such person's knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.