Iroquois Capital (as defined below) and Mr. Abbe initially filed a Schedule 13G with respect to the securities of the Issuer (as defined below) on December 31, 2012, and filed amendments thereto through February 8, 2016. American Capital (as defined below) and Ms. Page initially filed a Schedule 13G with respect to the securities of the Issuer on July 14, 2015. Subsequently, on July 14, 2016, the Reporting Persons’ (as defined below) investment intent changed with respect to the securities of the Issuer and the Reporting Persons filed a Schedule 13D on July 19, 2016 in accordance with Rule 13d-1(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of September 15, 2016, the Reporting Persons no longer hold securities of the Issuer with a purpose or effect of changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect. Accordingly, the Reporting Persons are filing this statement on Schedule 13G pursuant to Rule 13d-1(c) of the Exchange Act in accordance with Rule 13d-1(h) of the Exchange Act.
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Item 1(a).
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Name of Issuer:
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WPCS International Incorporated, a Delaware corporation (the “Issuer”).
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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521 Railroad Avenue, Suisun City, California 94585
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Item 2(a).
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Name of Person Filing:
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Iroquois Master Fund Ltd., a Cayman Islands exempted limited company (the “Iroquois Master Fund”); Iroquois Capital Investment Group LLC, a Delaware limited liability company (“ICIG”); Iroquois Capital Management, LLC, Delaware limited liability company (“Iroquois Capital”); American Capital Management, LLC, a Delaware limited liability company (“American Capital”); Richard Abbe; and Kimberly Page. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of the principal office of each of the Reporting Persons is 205 East 42nd Street, 20th Floor, New York, New York 10017.
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Iroquois Master Fund is incorporated in the Cayman Islands. Each of ICIG, Iroquois Capital, and American Capital are incorporated in Delaware. Mr. Abbe and Ms. Page are citizens of the United States of America.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, $0.0001 par value per share (the “Shares”).
92931L 40 1
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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(a)
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Amount beneficially owned:
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As of the close of business on September 16, 2016:
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(i)
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Iroquois Master Fund beneficially owned 278,634 Shares consisting of (i) 251,330 Shares directly and beneficially owned by Iroquois Master Fund and (ii) 27,304 Shares underlying Series H-1 Convertible Preferred Stock, par value $0.0001 (the “Series H-1 Preferred Stock”) directly and beneficially owned by Iroquois Master Fund
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Excluded from Iroquois Master Fund’s beneficial ownership are 1,808,877 Shares consisting of (i) 97,000 Shares underlying Series H Convertible Preferred Stock, par value $0.0001 (the “Series H Preferred Stock”) owned by Iroquois Master Fund, (ii) 656,396 Shares underlying Series H-1 Preferred Stock owned by Iroquois Master Fund and (iii) 1,055,481 Shares issuable upon the exercise of certain warrants owned by Iroquois Master Fund due to a conversion cap that precludes Iroquois Master Fund from converting such preferred stock or exercising such warrants to the extent that Iroquois Master Fund would, after such conversion or exercise, beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) in excess of 9.99% of the Shares outstanding (the “Beneficial Ownership Limitation”)
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(ii)
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ICIG directly and beneficially owned 0 Shares.
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Excluded from ICIG’s beneficial ownership are 135,290 Shares consisting of (i) 54,100 Shares underlying Series H-1 Preferred Stock directly owned by ICIG and (ii) 81,190 Shares issuable upon the exercise of certain warrants directly owned by ICIG due to a conversion cap that precludes ICIG from converting such preferred stock or exercising such warrants to the extent that ICIG would, after such conversion or exercise, beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) in excess of the Beneficial Ownership Limitation.
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(iii)
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Iroquois Capital beneficially owned 278,634 Shares by virtue of its relationship as the investment manager to Iroquois Master Fund
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(iv)
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American Capital directly and beneficially owned 8,674 Shares.
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Excluded from American Capital’s beneficial ownership are 158,790 Shares consisting of (i) 23,500 Shares underlying Series H Preferred Stock directly owned by American Capital, (ii) 54,100 Shares underlying Series H-1 Preferred Stock directly owned by American Capital and (iii) 81,190 Shares issuable upon the exercise of certain warrants directly owned by American Capital due to a conversion cap that precludes American Capital from converting such preferred stock or exercising such warrants to the extent that American Capital would, after such conversion or exercise, beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) in excess of the Beneficial Ownership Limitation.
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(v)
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Mr. Abbe beneficially owned 278,634 Shares by virtue of his relationship as the President of Iroquois Capital and managing member of ICIG
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(vi)
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Ms. Page beneficially owned 287,308 Shares by virtue of her relationship as a director of Iroquois Master Fund and Manager of American Capital
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The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
The information required by Item 4(b) is set forth in Row (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference.
The percentages set forth in Row (11) of the cover page for each Reporting Person is based upon 2,875,963 Shares, which represents (1) the 2,848,659 Shares outstanding, as of September 12, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on September 12, 2016 plus (2) 27,304 Shares issuable upon the conversion of certain Series H-1 Preferred Stock owned by Iroquois Master Fund.
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(c)
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Number of shares as to which each Reporting Person has:
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The information required by Item 4(c) is set forth in Rows (5) - (9) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Iroquois Capital and Mr. Abbe share voting and dispositive power over the Shares beneficially owned by Iroquois Master Fund. Mr. Abbe shares voting and dispositive power over the Shares beneficially owned by ICIG. Ms. Page shares voting and dispositive power over the Shares beneficially owned by American Capital.
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Item 7.
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Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit 99.1.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 16, 2016
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IROQUOIS MASTER FUND LTD.
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By:
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Iroquois Capital Management, LLC,
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its investment manager
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IROQUOIS CAPITAL INVESTMENT GROUP LLC
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IROQUOIS CAPITAL MANAGEMENT, LLC
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By:
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Name:
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Richard Abbe
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Title:
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President
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AMERICAN CAPITAL MANAGEMENT, LLC
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By:
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Name:
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Kimberly Page
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Title:
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Manager
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RICHARD ABBE
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/s/ Kimberly Page
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KIMBERLY PAGE
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