Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
December 07 2017 - 12:53PM
Edgar (US Regulatory)
PROSPECTUS SUPPLEMENT NO. 2
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Rule 424(b)(3)
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DATED December 7, 2017
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Registration No. 333-207205
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(To Prospectus dated October 14, 2015)
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WPCS INTERNATIONAL INCORPORATED
1,217,861 Shares
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Common Stock
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This prospectus supplement (“Supplement”)
modifies, supersedes and supplements information contained in, and should be read in conjunction with, that certain prospectus,
dated October 14, 2015, related to the resale of our common stock from time to time by certain stockholders (“Prospectus”),
of WPCS International Incorporated (“Company”). This supplement is not complete without, and may not be delivered or
used except in connection with, the Prospectus and all supplements thereto.
The information contained in this Supplement
modifies and supersedes, in part, the information in the Prospectus, as supplemented. Any information that is modified or superseded
in the Prospectus shall not be deemed to constitute a part of the Prospectus, except as modified or superseded by this Supplement.
We may amend or supplement the Prospectus
from time to time by filing amendments or supplements as required. You should read the entire Prospectus and any amendments or
supplements carefully before you make an investment decision.
Investing in our common stock involves
a high degree of risk. You are urged to read the section entitled “Risk Factors” beginning on page 4 of the Prospectus,
which describes specific risks and other information that should be considered before you make an investment decision.
FORWARD-LOOKING STATEMENTS
You should carefully consider the risk
factors set forth in the Prospectus (including any risk factors set forth in any other filings incorporated by reference therein),
as well as the other information contained in this Supplement and the Prospectus. This Supplement and the Prospectus contain forward-looking
statements regarding events, conditions, and financial trends that may affect our plan of operation, business strategy, operating
results, and financial position. You are cautioned that any forward-looking statements are not guarantees of future performance
and are subject to risks and uncertainties. Actual results may differ materially from those included within the forward-looking
statements as a result of various factors. Cautionary statements in the “Risk Factors” section of the Prospectus identify
important risks and uncertainties affecting our future, which could cause actual results to differ materially from the forward-looking
statements made in this Supplement and the Prospectus.
REPRICING OF WARRANTS
The Company offered, Iroquois Master Fund,
Iroquois Capital Investment Group, LLC, and American Capital Management, LLC, the holders of its Series H-1 Warrants (the “Holders”)
the opportunity to exercise such Warrants for cash at a reduced exercise price of $1.21 per share (the “Reduced Exercise
Price”) provided such Warrants are exercised on or before 5:00 P.M. Eastern Standard time on December 26, 2017 (the “End
Date”). The Holders of the Series H-1 Warrants have sold to Alpha Capital Anstalt (“Alpha”) an aggregate 608,930
Series H-1 Warrants.
This Supplement is being filed with respect
to changing the Selling Shareholder table as follows:
Holder
1
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Warrant Shares
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Iroquois Master Fund
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527,741
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Iroquois Capital Investment Group, LLC
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40,595
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American Capital Management, LLC
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40,595
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Alpha Capital Anstalt
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608,930
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Total
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1,217,861
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(1)
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Iroquois Master Fund (“IMF”) is a private investment fund. Iroquois Capital Investment Group LLC (“ICIG”) is a private investment fund. American Capital Management, LLC (“American Capital”) is an investment vehicle for investment purposes.
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Prospectus Supplement No. 2
Dated December 7, 2017
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