Current Report Filing (8-k)
June 05 2015 - 4:32PM
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):
June 1, 2015
WPCS INTERNATIONAL INCORPORATED
(Exact name of registrant as specified in
its charter)
Delaware |
|
001-34643 |
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98-0204758 |
(State or Other Jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
Of Incorporation) |
|
|
|
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 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Standard; Transfer of Listing. |
On June 1, 2015, WPCS International Incorporated
(the “Company”) was notified by the Listing Qualifications Staff (the “Staff”) of The NASDAQ Stock Market
LLC (“NASDAQ”) that the Company did not meet the minimum stockholders’ equity requirement for continued listing
set forth in NASDAQ Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”), and that the Staff had
determined to delist the Company’s securities unless the Company timely requests a hearing before the NASDAQ Listing Qualifications
Panel (the “Panel”). The Company is seeking a listing extension and intends to request a hearing before the Panel.
This request will prevent any delisting action at least until the Panel issues its decision and the expiration of any extension
granted by the Panel. The Company continues to work diligently to evidence compliance with the Stockholders’ Equity Requirement.
No assurances can be made that such efforts will be successful.
A copy of the press release that discusses
this matter is filed as Exhibit 99.1 to, and incorporated by reference in, this report.
Item 9.01 |
Financial Statements and Exhibits. |
The exhibit listed in the following Exhibit
Index is filed as part of this Current Report on Form 8-K.
Exhibit
Number |
Description |
|
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99.1 |
Press Release, dated
June 5, 2015 |
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: June 5, 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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Exhibit 99.1
WPCS Receives NASDAQ Notice
of Non-Compliance for
Failure to Meet the Minimum
Stockholder’s Equity Requirement
Company
Will Request Hearing
SUISUN CITY, CA - (Marketwired –
June 5, 2015) - WPCS International Incorporated (NASDAQ: WPCS), which specializes in contracting services for communications
infrastructure domestically and natural gas and petroleum transmission pipelines internationally, announced today that on June
1, 2015 it received written notification from the Listing Qualifications Staff (the "Staff")
of The NASDAQ Stock Market LLC ("NASDAQ") that the Company did not regain compliance with the minimum $2,500,000 stockholders’
equity requirement for continued listing set forth in Listing Rule 5550(b) by the May 29, 2015 extension date previously granted
by the Staff and, accordingly, the Staff has advised the Company that its securities would be subject to delisting unless the Company
timely requests a hearing before the NASDAQ Listing Qualifications Panel (the "Panel"). The Company will submit
its request for a hearing before the Panel by the June 8, 2015 filing date. This request will prevent any delisting or suspension
action at least until the Panel issues its decision and any extension granted by the Panel expires.
The Company is diligently pursuing
a number of avenues to increase its stockholders’ equity. At the hearing, the Company intends to present its plan for achieving
and sustaining compliance with the stockholders’ equity requirement and to request a further extension, if necessary. However,
there can be no assurance that the Panel will grant the Company’s request.
About WPCS International Incorporated
WPCS provides contracting services to the public services, healthcare, energy and corporate enterprise markets in the United States
and China. For more information, please visit www.wpcs.com.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains "forward-looking statements"
within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not
limited to, statements with respect to the Company’s future growth opportunities and strategic plan. Forward-looking statements
are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations
and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends,
the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our
actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore,
you should not rely on any of these forward-looking statements. Any forward-looking statement made by us in this press release
is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation
to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result
of new information, future developments or otherwise.
INVESTOR CONTACT:
WPCS International Incorporated
David Allen
Chief Financial Officer
Phone: 707.759.6008
Email: david.allen@wpcs.com
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