Current Report Filing (8-k)
July 20 2015 - 9:01AM
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):
July 16, 2015
WPCS INTERNATIONAL INCORPORATED
(Exact name of registrant as specified in
its charter)
Delaware |
|
001-34643 |
|
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)) |
On June5, 2015, WPCS International Incorporated
(the “Company”) filed a Form 8-K disclosing that on June 1, 2015, 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), and that the Staff had
determined to delist the Company’s securities unless the Company timely requested a hearing before the NASDAQ Listing Qualifications
Panel (the “Panel”). The Company timely requested a hearing before the Panel, which stayed the delisting pending the
Panel’s decision.
Subsequently on July 16, 2015, NASDAQ notified
the Company that the minimum stockholders’ equity deficiency had been cured and that the Company was in compliance with all
applicable listing standards. Therefore the hearing was considered moot and cancelled.
A copy of the press release that discusses
this matter is filed as Exhibit 99.1 to this report.
| Item 9.01 | Financial Statements and Exhibits. |
The exhibits listed in the following Exhibit
Index are filed as part of this Current Report on Form 8-K.
| Exhibit Number | Description |
| 99.1 | Press Release, dated July 20, 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.
WPCS INTERNATIONAL INCORPORATED
Date: July 20, 2015 |
By: /s/ Sebastian Giordano |
|
Name: Sebastian Giordano |
|
Title: Interim Chief Executive Officer |
|
|
Exhibit 99.1
WPCS Regains Compliance with NASDAQ
Standards for Continued Listing
Recent Transactions Increase Stockholders’
Equity and Improve Liquidity
SUISUN,
CA - (Marketwired - July 20, 2015) - WPCS International Incorporated (NASDAQ:WPCS), which specializes in contracting services for
communications infrastructure, today announced that on July 16, 2015, it received written notification from the
Listing Qualifications Staff (the “Staff”) of The NASDAQ Stock Market LLC (“NASDAQ”) that WPCS had regained
compliance with the continued listing standards on the NASDAQ Capital Market and that WPCS’ common stock would continue to
be listed on NASDAQ. On July 15, 2015, WPCS had informed the Staff that, as a result of closing a $1.5 million private placement,
its stockholders’ equity exceeded the minimum $2.5 million stockholders’ equity requirement.
Sebastian Giordano, Interim CEO of WPCS, commented, “WPCS
values its NASDAQ Capital Market listing and we are extremely pleased with the Staff’s determination. The plan we executed
to regain compliance, not only increased our stockholders’ equity, but significantly improved our liquidity by eliminating
short-term debt and providing additional working capital. With this hurdle behind us, we will continue pursuing a value proposition
that delivers increased shareholder value.”
About WPCS International Incorporated
WPCS provides contracting services to the public services, healthcare, energy and corporate enterprise markets in the United States.
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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