Current Report Filing (8-k)
February 17 2015 - 4:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
February 17, 2015
WPCS INTERNATIONAL INCORPORATED
(Exact name of registrant as specified in
its charter)
Delaware |
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001-34643 |
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98-0204758 |
(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
Of Incorporation) |
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|
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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
(Former Name or Former Address if Changed
Since Last Report)
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 3.02 Unregistered Sales of Equity Securities.
From January 23, 2105 through February
17, 2015, WPCS International Incorporated (the “Company”) issued 1,100,000 shares of its common stock, par value $0.0001
per share (“Common Stock”), in transactions that were not registered under the Securities Act of 1933. The issuances
on February 17, 2015 resulted in an increase in the number of shares of Common Stock outstanding by more than 5% compared to the
number of shares of Common Stock reported outstanding in the Company’s last Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on December 22, 2104 and amended by Amendment No. 1 on December 23, 2014. The Company has issued
a total of 1,100,000 shares of Common Stock to holders of its Series F-1 Convertible Preferred Stock upon the conversion of shares
of Series F-1 Convertible Preferred Stock. The shares of Common Stock issued upon the conversion of shares of Series F-1
Convertible Preferred Stock were issued in reliance upon the exemption from registration in Section 3(a)(9) of the Securities Act
of 1933. As of February 17, 2015 the Company has 15,013,164 shares of Common Stock outstanding.
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.
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WPCS INTERNATIONAL
INCORPORATED |
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Date: February 17,
2015 |
By: |
/s/ Sebastian
Giordano |
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Name: |
Sebastian Giordano |
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Title: |
Interim Chief Executive Officer |
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