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United States securities and exchange commission logo
January 12, 2021
Kristin Taylor
Chief Executive Officer
Imageware Systems, Inc.
13500 Evening Creek Drive N, Suite 550
San Diego, CA 92128
Re:Imageware Systems Inc.
Registration Statement on Form S-1
Filed December 22, 2020
File No. 333-251563
Dear Ms. Taylor:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Selling Stockholders, page 16
1.In footnote (7) of selling stockholders table, you indicate that Nantahala Capital
Management, LLC holds voting and dispositive power over the shares owned by:
Blackwell Partners LLC - Series A, Nantahala Capital Partners Limited Partnership,
Nantahala Capital Partners II Limited Partnership, Nantahala Capital Partners SI, LP,
NCP QR Limited Partnership, and Silver Creek CS SAV, L.L.C.  Please disclosure here
and in your beneficial ownership tables the natural person(s) that holds voting and/or
investment power over these shares.
2.Please clarify the voting power percentage, on an as-converted basis, for the shares
beneficially owned or managed by Nantahala Capital Management, LLC before and after
the offering.  Please clarify whether Nantahala Capital Management, LLC may have

 FirstName LastNameKristin Taylor
 Comapany NameImageware Systems, Inc.
 January 12, 2021 Page 2
 FirstName LastName
Kristin Taylor
Imageware Systems, Inc.
January 12, 2021
Page 2
majority voting control over your voting securities.  The total voting power of Nantahala
and its concentration of ownership through its clients and/or affiliated funds should be
prominently disclosed in summary and risk factor sections, as appropriate.
3.On page 61, you disclose that the Series D Preferred Stockholders currently beneficially
own approximately 50% of the voting securities, on an as-converted basis.  We note,
however, that the percentage of ownership column of your Series D Preferred
Stockholders appears to exceed 50% after the offering per page 17.  Please explain this
discrepancy.
4.Please clarify which shares being offered were originally Series C Preferred Stock that
were converted into Series D Preferred Stock.

Directors and Executive Officers, page 65
5.On page 61, you disclose that members of your board resigned, and new directors were
appointed as part of the Series D Preferred Stock financing.  Please identify the Series D
directors, and clarify how they were appointed.  Further, please identify which director
was chosen by your CEO and the Series D directors, and when an additional director will
be appointed, as contemplated by the Series D investment agreement.
General, page 77
6.The percentage of ownership columns for your beneficial ownership tables do not appear
to reconcile.  The footnotes indicate that option awards are only included in the total
shares outstanding for the option-holder and not any other beneficial owner; however, we
are unable to reconcile the "%  ownership of class" column.  Please advise.
Security Ownership of Certain Beneficial Owners and Management
Beneficial Ownership of Common Stock, page 80
7.The beneficial ownership table for your common stock contains 11 reference numbers, but
there are no footnotes for (6) through (11).  Please correct.
8.The footnote (5) on page 80 for Blackwell Partners LLC refers to Tom Y. Lee holding
voting and dispositive power over its shares.  Reconcile that footnote with disclosure on
pages 17-19 indicating that Nantahala Capital Management, LLC holds voting and
dispositive power over Blackwell’s shares.  Please also clarify why the number of
shares being offered by Blackwell (page 17) exceeds its beneficial ownership on an as-
converted basis (page 80).

 FirstName LastNameKristin Taylor
 Comapany NameImageware Systems, Inc.
 January 12, 2021 Page 3
 FirstName LastName
Kristin Taylor
Imageware Systems, Inc.
January 12, 2021
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact  Edwin Kim, Staff Attorney, at (202) 551-3297 or Larry Spirgel, Office
Chief, at (202) 552-3815 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Daniel Rumsey, Esq.