Current Report Filing (8-k)
December 19 2016 - 4:56PM
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):
December 19, 2016
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
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(State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer
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Of Incorporation)
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Identification No.)
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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 Rule or Standard; Transfer of Listing.
On December 19, 2016, WPCS International Incorporated (the “Company”)
received a notification (the “Notification”) from the Nasdaq Listings Qualification Department (“Nasdaq”)
indicating that the Company’s stockholders’ equity reported for its most recently completed fiscal quarter did not
meet the minimum requirement of $2,500,000 for continued listing as set forth in Nasdaq’s Listing Rule 5550(b)(1). As reported
in the Company’s Quarterly Report on Form 10-Q for the period ended October 31, 2016 filed with the Securities and Exchange
Commission on December 15, 2016, the Company’s stockholders’ equity was $2,386,025 as of October 31, 2016.
Under the applicable Nasdaq rules, the Company has 45 calendar
days to submit a plan as to how the Company would seek to regain compliance with this requirement. The Company is currently preparing
such a plan, and is considering all available options to regain compliance. If the Company’s plan is accepted, Nasdaq can
grant an extension of up to 180 calendar days from the date of the Notification, or June 17, 2017, to evidence compliance. There
can be no assurance that any plan submitted by the Company will be accepted by Nasdaq or will be successful in maintaining the
Company’s listing on the Nasdaq Capital Market for its common stock. Any such failure may impact the liquidity and market
price of the Company’s common stock and the Company’s access to the capital markets.
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: December 19, 2016
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By:
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/s/ Sebastian
Giordano
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Name:
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Sebastian Giordano
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Title:
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Chief Executive Officer
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