Item 7.01 Regulation FD Disclosure.

On August 12, 2022, Imageware Systems, Inc. (the "Company") issued a letter to its shareholders (the "Letter") that provides an update on the operations and direction of the Company, including, without limitation, the Company's decision to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). A copy of the Letter is attached hereto as Exhibit 99.1.

The information furnished herein and therein shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit Index



Exhibit No.   Description

  99.1        Letter to Shareholders issued by Imageware Systems, Inc., dated August
              12, 2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)



Disclaimer.

Forward-Looking Statements

Statements in the Letter that are forward looking involve known and unknown risks and uncertainties, which may cause the Company's actual results in future periods to be materially different from any future performance that may be suggested in the Press Release. Such factors may include, but are not limited to, the ability to of the Company to continue to grow revenue, the Company's ability to continue to achieve positive cash flow given the Company's existing and anticipated operating and other costs, and the Company's ability to access additional capital required to fund its business plan and operations. Many of these risks and uncertainties are beyond the Company's control. Reference is made to the discussion of risk factors detailed in the Company's filings with the SEC including its reports on Form 10-K and 10-Q. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.

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