Current Report Filing (8-k)
November 07 2014 - 4:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (date of earliest event
reported): November 3, 2014
WPCS INTERNATIONAL INCORPORATED
(Exact name of registrant as specified
in its charter)
Delaware |
001-34643 |
98-0204758 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
521 Railroad Avenue, Suisun City, California
94585
(Address of principal executive offices
and zip code)
Registrant’s telephone number,
including area code: (707) 421-1300
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.01 Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 3, 2014,
WPCS International Incorporated (the “Company”) received a letter from the Staff of the Listing Qualifications Department
(the “Staff”) of NASDAQ indicating that for the last 30 consecutive business days, the closing bid price of the Company’s
common stock has been below $1.00 per share, the minimum closing bid price required by the continued listing requirements of NASDAQ,
as set forth in Listing Rule 5550(a)(2) (the "Rule").
In accordance with
Listing Rule 5810(c)(3)(A), the Company has been granted 180 calendar days, or until May 4, 2015, to regain compliance with the
Rule (the "Compliance Period"). To regain compliance, the closing bid price of the Company’s common stock must
be at least $1.00 per share for a minimum of 10 consecutive business days, but generally no more than 20 business days, during
the Compliance Period.
If the Company does
not regain compliance with the Rule by May 4, 2015, NASDAQ will provide written notification to the Company that its common stock
may be delisted. However, the Company would be entitled to an additional 180-day period from May 4, 2015 to regain compliance,
if, on May 4, 2015, the Company meets the continued listing requirement for market value of publicly held shares and all other
initial listing standards for The NASDAQ Capital Market, with the exception of the bid price requirement, and the Company would
need to provide written notice to NASDAQ of its intention to cure the deficiency during the second compliance period by effecting
a reverse stock split, if necessary.
There is no assurance
as to the price at which the Company’s common stock will trade. The Company intends to actively monitor the bid price for
its common stock during the Compliance Period, and if the common stock continues to trade below the minimum bid price required
for continued listing, the Company’s board of directors will consider its options to regain compliance with the continued
listing requirements.
SIGNATURE
Pursuant to the requirement
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
WPCS INTERNATIONAL INCORPORATED
Date: November 7, 2014 |
By: /s/ Sebastian Giordano |
|
Sebastian Giordano |
|
Chief Executive Officer |
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