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CORRESP
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iwsycorresp

February
8, 2021

VIA EDGAR

Mr.
Edwin Kim

Mr.
Larry Spirgel

United
States Securities and Exchange Commission

Division of
Corporation Finance

100 F
Street, N.E.

Washington, D.C.
20549

Re:

Imageware Systems Inc.

Registration Statement on Form S-1 Filed December 22,
2020

File No. 333-251563

Ladies
and Gentlemen:

This
letter is submitted on behalf of ImageWare Systems, Inc. (the
“Company”) in
response to comments of the staff of the Office of Technology (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) with respect to
the Registration Statement on Form
S-1 (the “Registration
Statement”)
filed December 22, 2020 as set
forth in your letter dated January 12, 2021 (the
“Comment Letter”), addressed to Kristin
Taylor, Chief Executive Officer of the Company. The Company is
filing its Amendment No. 1 to the
Registration Statement (the “Amendment”) contemporaneously with
the submission of this letter to address the comments raised by the
Staff in the Comment Letter, as more particularly set forth
below.

For
reference purposes, the Staff’s numbered comments have been
reproduced in bold herein, with responses immediately following
such comment. The responses provided herein are based upon
information provided to Disclosure Law Group, a Professional
Corporation, by the Company.

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.

Response

The
Company respectfully acknowledges the Staff’s comment, and
advises the Staff that Wilmot B. Harkley and Daniel Mack are the
natural person(s) that hold voting and/or investment power over
these shares. The Company has revised
the footnotes to the Selling Stockholder Table on page 18 of the
Amendment, and the beneficial ownership tables on page 80 of the
Amendment, to indicate that Wilmot B. Harkley and Daniel Mack are
the natural person(s) that hold 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 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.

Response

The
Company respectfully acknowledges the Staff’s comment, and
advises the Staff that prior to the offering, Nantahala Capital
Management, LLC, beneficially owned or managed approximately 4.7%
of the outstanding voting securities, on an as-converted basis.
After the offering, Nantahala Capital Management, LLC, beneficially
owned or managed approximately 36.4% of the outstanding voting
securities, on an as-converted basis. The total voting power of
Nantahala, on an as converted basis, has been disclosed in the
summary on page 2, and the risk factors on page 14, of the
Amendment.

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.

Response

The
Company respectfully acknowledges the Staff’s comment, and
advises the Staff that the Company has revised the disclosures on page 17 and 61 of the
Amendment to reflect that the holders of the Company's Series D
Convertible Preferred Stock own approximately 53.7% of the
outstanding voting securities, on an as-converted basis to
address the Staff’s comment.

4.

Please clarify which shares being offered were originally Series C
Preferred Stock that were converted into Series D Preferred
Stock.

Response

The
Company respectfully acknowledges the Staff’s comment, and
advises the Staff that no shares of the Company's Series C
Preferred that were converted into Series D Preferred are being
offered by selling shareholders.

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.

Response

The
Company respectfully acknowledges the Staff’s comment, and
advises the Staff that page 61 of the Amendment has been revised to
identify the Series D Directors and
clarify how they were appointed to address the Staff’s
comment. Furthermore, the director chosen by the Chief Executive
Officer and Series D Director have been identified, and the ongoing
search for an additional director has been noted in the
Amendment.

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.

Response

The
Company respectfully acknowledges the Staff’s comment, and
advises the Staff that the Company has amended and reconciled the beneficial ownership
tables on pages 77 to 80 of the Amendment, including the "%
ownership of class" column, to address the Staff’s
comment.

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.

Response

The
Company respectfully acknowledges the Staff’s comment, and
advises the Staff that the Company has corrected the footnotes to the beneficial
ownership tables on page 80 of the Amendment to address the
Staff’s comment. Footnotes (6) through (11) have been added,
with the appropriate entries inserted as necessary.

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).

Response

The
Company respectfully acknowledges the Staff’s comment, and
advises the Staff that the Company has corrected the error to show that Nantahala Capital
Management, LLC holds voting and dispositive power over Blackwell
Partners LLC's shares on page 80 of the Amendment. Furthermore, the
beneficial ownership of Blackwell Partners LLC on page 80 of the
Amendment has been corrected and now correlates with the number of
shares being offered by Blackwell Partners LLC, as listed on page
17 of the Amendment, each to address the Staff's
comment.

* *
*

We hope
that the foregoing has been responsive to the Staff’s
comments. If you have any questions or would like further
information regarding the foregoing, please do not hesitate to
contact me directly at (619) 272-7062.

Very
truly yours,

/s/ Daniel W. Rumsey

Daniel
W. Rumsey

Managing
Partner

Disclosure Law
Group, a Professional Corporation

cc:

Kristin
Taylor

Chief
Executive Officer

ImageWare
Systems, Inc.