WPCS International Incorporated (NASDAQ:WPCS) (“WPCS”) announced
that the Special Meeting of WPCS Stockholders (the “Special
Meeting”), scheduled for January 17, 2018, was convened and
adjourned, without any vote being taken (other than the vote to
adjourn the meeting), to 9:30 a.m. Eastern Standard Time on January
30, 2018, at the offices of Morse, Zelnick, Rose & Lander, LLP,
located at 825 Third Avenue, 16th Floor, New York, NY 10022, to
allow additional time for stockholders to vote on the proposals set
forth in the WPCS prospectus/proxy statement/information statement,
dated December 14, 2017 and filed with the Securities and Exchange
Commission (the “SEC”) pursuant to Rule 424(b)(3) on December 18,
2017 (the “Proxy Statement”), including approval of the matters
necessary to complete the proposed merger of DropCar, Inc.
(“DropCar”) with and into DC Acquisition Corporation (“Merger
Sub”), a wholly-owned subsidiary of WPCS (the “Merger”). To date,
WPCS management has invested significant time and effort and WPCS
has incurred significant expenses relating to the proposed Merger.
If the Merger is not consummated because the WPCS stockholders do
not approve the proposals set forth in the Proxy Statement, WPCS
may have to pay a $250,000 termination fee to DropCar.
Sebastian Giordano, Chief Executive Officer of WPCS, stated,
“The votes received to date have been overwhelmingly in favor of
the Merger and the related transactions, including the proposal to
effect a reverse stock split of the outstanding shares of WPCS
common stock, if necessary, for the combined company to qualify for
listing on the NASDAQ Capital Market immediately following the
Merger. However, we have not yet received the requisite number of
votes to approve the proposed reverse stock split and the proposed
change of WPCS’ corporate name to “DropCar, Inc.”, which are
currently conditions to the closing of the Merger.
Accordingly, we are concerned, that some of our stockholders may
not realize how important their individual votes are to the
approval of certain proposals necessary to complete the Merger.
Therefore, we are urging all holders of shares of WPCS common stock
as of the Record Date of the Special Meeting (December 14, 2017) to
vote their proxies as soon as possible. The WPCS board of directors
has approved the proposed transaction, and we continue to believe
the proposed combination will benefit WPCS stockholders through the
ownership of shares in a company in a new and fast-growing market
(i.e., automobile support services) with technology and substantial
upside opportunity.” To qualify for listing on the NASDAQ Capital
Market, WPCS’ stock price following the Merger must be at least
$4.00. The closing price of a share of WPCS common stock on
January 16, 2018 was $1.20.
YOUR PARTICIPATION IS IMPORTANT—PLEASE
VOTE TODAY!
The Special Meeting has been called for the following purposes:
(1) to consider and vote upon a proposal to approve the Agreement
and Plan of Merger, dated as of September 6, 2017, among WPCS,
DropCar and Merger Sub as amended (“Proposal No. 1”), (2) to
consider and vote upon a proposal to approve an amendment to the
WPCS certificate of incorporation to change the corporate name of
the company from WPCS International Incorporated to DropCar, Inc.
(“Proposal No. 2”), (3) to consider and vote upon a proposal to
approve an amendment to the WPCS certificate of incorporation to
effect a reverse stock split of the outstanding shares of the WPCS
common stock within a range of every 1.5 to 10 (or any number in
between) of outstanding shares of WPCS common stock being combined
and reclassified into one share of WPCS common stock (“Proposal No.
3”), (4) to consider and vote upon a proposal to approve amendments
to the WPCS International Incorporated Amended and Restated 2014
Equity Incentive Plan (the “Plan”), including to increase the total
number of shares of WPCS common stock currently available for
issuance under the Plan by 6,450,000 shares prior to giving effect
to any reverse stock split effected in connection with the
Merger (“Proposal No. 4”) and (5) to consider and vote upon an
adjournment of the Special Meeting, if necessary, to solicit
additional proxies if there are not sufficient votes in favor of
any of Proposals No. 1-4 (“Proposal No. 5”).
At the time the Special Meeting was adjourned, proxies have been
submitted by stockholders representing approximately 46.9% of the
outstanding shares of WPCS common stock outstanding and entitled to
vote at the Special Meeting. Of the proxies received,
approximately 97.6% are in favor of Proposal No. 1, approximately
98.0% are in favor of Proposal No. 2, approximately 84.7% are in
favor of Proposal No. 3, approximately 87.5% are in favor of
Proposal No. 4 and approximately 89.9% are in favor of Proposal No.
5. Proposals No. 2 and 3 require the approval of stockholders
owning a majority of the issued and outstanding shares of WPCS
common stock. At the time the Special Meeting was adjourned,
approximately 46.0% and 39.7% of the outstanding shares of WPCS
common stock had voted in favor of Proposal No. 2 and Proposal No.
3, respectively. WPCS and its authorized participants in the
solicitation of proxies from WPCS stockholders for the Special
Meeting are using diligent efforts to solicit proxies from the WPCS
stockholders. However, there can be no assurances that their
solicitation efforts will be successful.
The Record Date for the Special Meeting remains December 14,
2017. Stockholders who have previously submitted their proxy or
otherwise voted and who do not want to change their vote need not
take any action. WPCS stockholders as of the Record Date can
vote, even if they have subsequently sold their shares.
The WPCS board of directors and management respectfully request
all WPCS stockholders as of the Record Date to please vote and send
their proxies as soon as possible.
No changes have been made in the proposals to be voted on by
stockholders at the Special Meeting. WPCS STRONGLY ADVISES ALL ITS
STOCKHOLDERS TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS
RELATING TO THE SPECIAL MEETING BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. SUCH MATERIALS ARE AVAILABLE AT NO CHARGE ON THE
SEC WEBSITE AT www.sec.gov. In addition, copies of the Proxy
Statement and other documents may be obtained free of charge by
directing a written request to: WPCS International Incorporated,
521 Railroad Way, Suisun City, CA 94585, Attention: Chief Financial
Officer.
If the number of additional shares voted between now and the
adjourned meeting is not sufficient to approve all the Proposals,
WPCS intends to adjourn the Special Meeting again, which may be
costly.
Voting Instructions
All WPCS stockholders as of the Record Date can vote, even if
they have subsequently sold their shares, and WPCS encourages
stockholders to do so before 11:59 p.m. Eastern Standard Time on
January 29, 2018. Stockholders are reminded that their vote
is extremely important and are urged to complete, sign, date and
mail the proxy card at their earliest convenience. Stockholders may
also submit a proxy by telephone or via the Internet by following
the instructions printed on the proxy card.
If you need any assistance in voting your shares, please call
our proxy solicitor, Alliance Advisors at 855-973-0095.
Additional Information and Where You Can Find
It
In connection with the proposed Merger, WPCS filed a
registration statement on Form S-4, which contains a proxy
statement/ prospectus /information statement was declared effective
by the SEC on December 14, 2017 (SEC File No. 333-220891).
Investors and securityholders of WPCS and DropCar are urged to read
the proxy statement/prospectus/information statement, which
contains important information about WPCS and DropCar, before
making any voting or investment decision with respect to the
proposed Merger. The proxy statement/prospectus/information
statement and other relevant materials, and any other documents
filed by WPCS with the SEC, may be obtained free of charge at the
SEC web site at www.sec.gov.
In addition, investors and securityholders may obtain free
copies of the documents filed with the SEC by WPCS by directing a
written request to: WPCS International Incorporated, 521 Railroad
Way, Suisun City, CA 94585, Attention: Chief Financial Officer.
Participants in Solicitation
WPCS and its directors and executive officers and DropCar and
its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders
of WPCS in the proposed transaction. Information regarding
the special interests of these directors and executive officers in
the proposed Merger is included in the Proxy Statement referred to
above. Additional information regarding the directors and executive
officers of WPCS is also included in WPCS’ Annual Report on Form
10-K for the year ended April 30, 2017, which was filed with the
SEC on July 21, 2017. These documents are available free of charge
at the SEC’s web site (www.sec.gov) or from WPCS as set forth in
the paragraph under the caption “Additional Information and Where
You Can Find It” above.
About WPCS
WPCS is a full-service, low-voltage solutions provider,
installing and servicing integrated structured cabling,
audio-visual and security systems for public services, healthcare,
energy and corporate enterprise markets in the United States. The
Company delivers end-to-end solutions, superior project management
and best-in-class products and technology. For more information
about WPCS, please visit www.wpcs.com.
About DropCar
Founded and launched in New York City in 2015, DropCar offers a
cloud-based platform and mobile app that help consumers and
automotive-related companies reduce the cost, hassles and
inefficiencies of owning a car, or fleet of cars, in urban centers.
Its technology platform blends the efficiency and scale of cloud
computing, machine learning and connected cars with the high-touch
of highly trained valets to transport cars to/from fully staffed,
secure garages to/from the people (or businesses) who own them.
Consumers use DropCar’s mobile app to ease the cost and stress of
owning a car in the city. Dealerships, leasing companies, OEMs and
shared mobility providers use DropCar’s enterprise platform to
reduce costs, streamline logistics and deepen relationships with
customers. More information is available at www.dropcar.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 WPCS’ 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, other future conditions and the risk factors detailed from
time to time in WPCS’ periodic filings with the Securities and
Exchange Commission, including without limitation, WPCS’ Annual
Report on Form 10-K for the year ended April 30, 2017. 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. WPCS’ 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 RELATIONS CONTACT
Investor Relations Department
917.909.6330
IR@wpcs.com
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