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EX-3.01 - EXHIBIT 3.01 - AYRO, Inc.v336931_ex3-01.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (date of earliest event reported): February 28, 2013

 

WPCS INTERNATIONAL INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

Delaware 001-34643 98-0204758

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

One East Uwchlan Avenue, Suite 301, Exton, PA 19341

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (610) 903-0400

 

Copy of correspondence to:

 

Marc J. Ross, Esq.

Thomas A. Rose, Esq.

James M. Turner, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway

New York, New York 10006

Tel: (212) 930-9700 Fax: (212) 930-9725

 

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):

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

 

On February 28, 2013, WPCS International Incorporated (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”), at which the Company’s stockholders approved five proposals. The proposals are described in detail in its proxy statement filed pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, on January 3, 2013.

 

Proposal 1

 

The Company’s stockholders elected seven individuals to the Board of Directors as set forth below:

 

Name  

Votes

For

 

Votes

Withheld

 

Broker

Non-Votes

Andrew Hidalgo   3,474,298   392,033   2,115,624
Kevin Coyle   3,681,486   184,845   2,115,624
Norm Dumbroff   3,478,534   387,797   2,115,624
Neil Hebenton   3,470,482   395,849   2,115,624
Charles Benton   3,681,486   184,845   2,115,624
Sebastian Giordano   3,678,486   187,845   2,115,624
Edward Gildea   3,681,486   184,845   2,115,624

 

Proposal 2

 

The Company’s stockholders ratified the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2013, as set forth below:

 

Votes

For

 

Votes

Against

  Abstentions    
5,410,631   448,285   123,038    

 

Proposal 3

 

The Company’s stockholders approved an amendment  to the Certificate of Incorporation of the Company to effect a reverse stock split of the Company’s common stock, at a ratio of not less than one-for-two and not greater than one-for-ten, with the exact ratio to be set within such range in the discretion of the Board of Directors without further approval or authorization of the Company’s shareholders, provided that the Board of Directors determines to effect the reverse stock split and such amendment is filed with the Secretary of State of Delaware no later than one year from the date of the Annual Meeting, as set forth below:

 

Votes

For

 

Votes

Against

  Abstentions    
5,009,193   965,289   7,473    

 

 
 

 

Proposal 4

 

The Company’s stockholders approved an amendment to the Certificate of Incorporation of the Company to increase the Company’s authorized shares of common stock from 25,000,000 to 100,000,000, as set forth below:

 

Votes

For

 

Votes

Against

  Abstentions    
4,992,335   980,045   7,175    

 

Proposal 5

 

The Company’s stockholders approved the potential issuance of more than 20% of the Company’s issued and outstanding common stock at a price that is less than the greater of book or market value in accordance with a securities purchase agreement between the Company and the buyers named therein, dated December 4, 2012, as set forth below:

 

Votes

For

 

Votes

Against

  Abstentions  

Broker

Non-Votes

3,257,154   577,260   31,917   2,115,624

 

Item 8.01.Other Events.

 

As a result of the Company’s stockholders approving the potential issuance of more than 20% of the Company’s issued and outstanding common stock at a price that is less than the greater of book or market value in accordance with a securities purchase agreement (the “Purchase Agreement”) between the Company and the Buyers named therein, dated December 4, 2012, the conversion price of the secured convertible notes (the “Notes”) and exercise price of the common stock purchase warrants (the “Warrants”) issued pursuant to the Purchase Agreement were adjusted to $0.3077, effective as of February 28, 2013, in accordance with the terms of the Notes and Warrants.

 

On March 4, 2013, the Company filed a certificate of amendment to its Certificate of Incorporation increasing the authorized number of shares of common stock to 100 million. The amendment was approved by the Company’s stockholders at the annual meeting, as disclosed above. A copy of the Company’s Certificate of Amendment, as filed with the Delaware Secretary of State, is attached hereto as Exhibit 3.01, and is incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

 

3.01Certificate of Amendment to the Certificate of Incorporation, as filed with the Delaware Secretary of State on March 4, 2013.

 

 
 

 

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.

 

WPCS INTERNATIONAL INCORPORATED

 

Date: March 4, 2013 By: /s/ JOSEPH HEATER
  Joseph Heater
  Chief Financial Officer