Sec Form 4/A Filing - Nantahala Capital Management, LLC @ IMAGEWARE SYSTEMS INC - 2022-06-03

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Nantahala Capital Management, LLC 2. Issuer Name and Ticker or Trading Symbol IMAGEWARE SYSTEMS INC [ IWSY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 130 MAIN ST. 2ND FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 06/03/2022 (Street) NEW CANAAN, CT06840 4. If Amendment, Date Original Filed (MM/DD/YY) 06/08/2022 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series D Convertible Preferred Stock( 1 ) $ 0.0583 06/03/2022 J( 2 ) 2,600 ( 1 ) ( 1 ) Common Stock 44,596,910 $ 1,000( 2 ) 13,274 I See Footnote( 3 )

Reporting Owners Reporting Owner Name / Address Relations hips Director 10% Owner Officer Other Nantahala Capital Management, LLC 130 MAIN ST. 2ND FLOOR NEW CANAAN, CT06840 X Harkey Wilmot B. C/O NANTAHALA CAPITAL MANAGEMENT, LLC 130 MAIN ST. 2ND FLOOR NEW CANAAN, CT06840 X Mack Daniel C/O NANTAHALA CAPITAL MANAGEMENT, LLC 130 MAIN ST. 2ND FLOOR NEW CANAAN, CT06840 X Signatures NANTAHALA CAPITAL MANAGEMENT, LLC By: /s/ Taki Vasilakis, Chief Compliance Officer 07/15/2022 Signature of Reporting Person Date NANTAHALA CAPITAL MANAGEMENT, LLC By: /s/ Wilmot B. Harkey 07/15/2022 Signature of Reporting Person Date NANTAHALA CAPITAL MANAGEMENT, LLC By: /s/ Daniel Mack 07/15/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Series D Convertible Preferred Stock ("Series D Preferred Stock") is convertible to Common Stock at the option of the holder at any time following three months from the acquisition date, or at the option of ImageWare upon the satisfaction of certain conditions. Series D Preferred Stock does not expire but is subject to certain redemption rights. ( 2 )The Series D Convertible Redeemable Preferred Stock is being exchanged for additional term loans under the Loan and Security Agreement dated December 29, 2021, as amended June 3, 2022, as further described in the 8-K filed by ImageWare on June 8, 2022. ( 3 )Nantahala Capital Management, LLC ("NCM"), as investment adviser to certain private funds and managed accounts that hold the ImageWare Systems, Inc. ("ImageWare") common stock ("Common Stock"), Series C Preferred Stock, and Series D Preferred Stock disclosed in this Form 4, may be deemed a beneficial owner of such securities. Each of Mr. Wilmot B Harkey and Mr. Daniel Mack may be deemed a beneficial owner of Common Stock, Series C Preferred Stock, and Series D Preferred Stock beneficially owned by NCM. Each of NCM, Mr. Harkey and Mr. Mack disclaims beneficial ownership of the ImageWare securities disclosed herein except to the extent of their respective pecuniary interests therein.

Remarks: This filing amends and restates the Form 4 filing made June 8, 2022.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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