Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 5:57PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS
THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)
1
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DropCar, Inc.
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(Name of Issuer)
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Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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26210U 104
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(CUSIP Number)
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December 31, 2017
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however,
see
the
Notes
).
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1
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NAMES OF REPORTING PERSONS
Iroquois Master Fund Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
315,586 shares of Common Stock
1,175,140 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
315,586 shares of Common Stock
1,175,140 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
315,586 shares of Common Stock
1,175,140 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
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10
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CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%*
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12
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TYPE OF REPORTING PERSON
CO
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* As more fully described in Item 4, each of the Warrants are subject
to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in
Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon
full exercise of such reported warrants and do not give effect to such blocker. Therefore, the actual number of shares of Common
Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported
in rows (6), (8) and (9).
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1
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NAMES OF REPORTING PERSONS
Iroquois Capital Investment Group LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
|
SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
27,394 shares of Common Stock
105,120 shares of Common Stock issuable upon exercise of
Warrants (See Item 4)*
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
27,394 shares of Common Stock
105,120 shares of Common Stock issuable upon exercise of
Warrants (See Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,394 shares of Common Stock
105,120 shares of Common Stock issuable upon exercise of
Warrants (See Item 4)*
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10
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CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1%*
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12
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TYPE OF REPORTING PERSON
OO
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* As more fully described in Item 4, each of the Warrants are subject
to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in
Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon
full exercise of such reported warrants and do not give effect to such blocker. Therefore, the actual number of shares of Common
Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported
in rows (6), (8) and (9).
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1
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NAMES OF REPORTING PERSONS
Iroquois Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
315,586 shares of Common Stock
1,175,140 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
315,586 shares of Common Stock
1,175,140 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
315,586 shares of Common Stock
1,175,140 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
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10
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CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%*
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12
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TYPE OF REPORTING PERSON
IA, OO
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* As more fully described in Item 4, each of the Warrants are subject
to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in
Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon
full exercise of such reported warrants and do not give effect to such blocker. Therefore, the actual number of shares of Common
Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported
in rows (6), (8) and (9).
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1
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NAMES OF REPORTING PERSONS
Richard Abbe
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
27,394 shares of Common Stock
132,183 shares of Common Stock issuable upon exercise of
Warrants (See Item 4)*
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6
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SHARED VOTING POWER
315,586 shares of Common Stock
1,175,140 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
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7
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SOLE DISPOSITIVE POWER
27,394 shares of Common Stock
132,183 shares of Common Stock issuable upon exercise of
Warrants (See Item 4)*
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8
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SHARED DISPOSITIVE POWER
315,586 shares of Common Stock
1,175,140 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
342,980 shares of Common Stock
1,307,323 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
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10
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CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%*
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12
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TYPE OF REPORTING PERSON
IN
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* As more fully described in Item 4, each of the Warrants are subject
to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in
Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon
full exercise of such reported warrants and do not give effect to such blocker. Therefore, the actual number of shares of Common
Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported
in rows (6), (8) and (9).
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1
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NAMES OF REPORTING PERSONS
Kimberly Page
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
|
6
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SHARED VOTING POWER
315,586 shares of Common Stock
1,175,140 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
|
|
7
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SOLE DISPOSITIVE POWER
- 0 -
|
|
8
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SHARED DISPOSITIVE POWER
315,586 shares of Common Stock
1,175,140 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
315,586 shares of Common Stock
1,175,140 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)*
|
|
10
|
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%*
|
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12
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TYPE OF REPORTING PERSON
IN
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* As more fully described in Item 4, each of the Warrants are subject
to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in
Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon
full exercise of such reported warrants and do not give effect to such blocker. Therefore, the actual number of shares of Common
Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported
in rows (6), (8) and (9).
This Amendment No. 2 (this “Amendment”)
amends the statement on Schedule 13G filed on September 16, 2016 as amended on February 14, 2017 (the “Original Schedule
13G”) with respect to the Common Stock, $0.001 par value (the “Common Stock”) of DropCar, Inc. (formerly WPCS
International Inc.), a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined
in this Amendment have the meanings set forth in the Original Schedule 13G. This Amendment amends and restates Item 4 in its entirety
as set forth below.
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(a)
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Amount beneficially owned:
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As of the close of business on December 31, 2017:
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(i)
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Iroquois Master Fund beneficially owned 1,490,726 Shares consisting of (i) 315,586 Shares and (ii) 1,175,140 Shares underlying certain warrants directly and beneficially owned by Iroquois Master Fund.
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Such warrants are subject to a conversion cap that precludes Iroquois Master Fund from exercising such warrants to the extent that Iroquois Master Fund would, after such 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 132,514 Shares consisting of (i) 27,394 Shares and (ii) 105,120 Shares underlying certain warrants directly and beneficially owned by Iroquois Master Fund.
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Such warrants are subject to a conversion cap that precludes ICIG from exercising such warrants to the extent that ICIG would, after such 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 1,490,726 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 dissolved as of December 31, 2017 and distributed
securities held by it to its members.
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(v)
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Mr. Abbe beneficially owned 1,623,240 Shares by virtue of his relationship as the President of Iroquois Capital and managing member of ICIG plus 27,063 shares underlying certain warrants held indirectly by Mr. Abbe following the distribution of American Capital.
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(vi)
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Ms. Page beneficially owned 1,490,726 Shares by virtue of her relationship as a director of Iroquois Master Fund.
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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.
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(b)
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Percent of class:
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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 6,284,218 shares of common stock outstanding as of November 14, 2017, as reported in the quarterly
report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission.
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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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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: February 14, 2018
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
IROQUOIS CAPITAL MANAGEMENT, LLC
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By:
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/s/ Richard Abbe
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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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/s/ Richard Abbe
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RICHARD ABBE
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/s/ Kimberly Page
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KIMBERLY PAGE
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