On August 2, 2022, ImageWare Systems, Inc., sold and issued certain secured promissory notes with an aggregate value of $675,000 to certain accredited investors.  Each Note had a guaranteed interest rate of 10% of the principal amount of each respective Note, is secured by certain accounts receivable of the Company (the Receivables), and are due and payable within three business days of the Company's receipt of the Receivables.  The Notes were sold in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.