Item 1.01. Conclusion of a significant definitive agreement.
The amended loan agreements provide, among other things: (i) the payment to Nantahala of fees in the amount of
(plus all accrued and unpaid dividends on such Series D Preferred Shares), for additional loans under and in accordance with the terms of the Amended Loan Agreement. Accordingly, the aggregate principal amount due and payable to Nantahala under the Amended Loan Agreement on the Effective Date is approximately
In consideration for the Additional Drawdown, the Company has agreed to: (i) appoint a new officer with exclusive power and authority to, among other things, manage mergers and acquisitions, the sale of any material assets and financings on behalf of of the Company (the “Designated Officer”); (ii) provide certain cash forecasts to Nantahala; and (iii) raise certain additional capital, in each case more fully set forth in the Amended Loan Agreement.
The foregoing description of the Amended Loan Agreement does not purport to be complete and is qualified in its entirety by the full text of the Amended Loan Agreement, a copy of which is filed as Schedule 10.1 hereto and is incorporated by reference herein. The Amended Loan Agreement has been attached to provide investors with information on its terms. It is not intended to provide other factual information about the Company. In addition, certain representations and warranties contained in the Amended Loan Agreement were used for the purpose of allocating risk between the Company and Nantahala, rather than establishing facts. Accordingly, the representations and warranties contained in the Amended Loan Agreement should not be taken as characterizing the true state of the facts concerning the Company.
For more information on the amended loan agreement, please see (i) the company’s current report on Form 8-K, filed with the
Item 9.01 Financial statements and supporting documents.
(d) Exhibit Index
Exhibit No. Description 10.1 * Second Amendment to the Loan and Security Agreement, dated
July 13, 2022, among ImageWare Systems, Inc., and certain funds and separate accounts managed by Nantahala Capital Management, LLC, and the other lenders set forth on the signature pages thereto.* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Some non-significant exhibits and attachments to this exhibit have been omitted in accordance with SK Rule 601(b)(2). The declarant hereby undertakes to provide additional copies of the annexes and omitted exhibits at the request of the
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