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): March 3, 2015

  ____________________

  

WPCS INTERNATIONAL INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware   001-34643   98-0204758
(State or Other Jurisdiction   (Commission File Number)   (IRS Employer
Of Incorporation)       Identification No.)

 

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):

 

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 3.02Unregistered Sales of Equity Securities.

 

From February 20, 2105 through March 3, 2015, WPCS International Incorporated (the “Company”) issued 1,000,000 shares of its common stock, par value $0.0001 per share (“Common Stock”), in transactions that were not registered under the Securities Act of 1933. The issuances on March 3, 2015 resulted in an increase in the number of shares of Common Stock outstanding by more than 5% compared to the number of shares of Common Stock reported outstanding in the Current Report on Form 8K filed by the Company with the Securities and Exchange Commission on February 20, 2015. The Company has issued a total of 3,100,000 shares of Common Stock to holders of its Series F-1 Convertible Preferred Stock upon the conversion of shares of Series F-1 Convertible Preferred Stock. The shares of Common Stock issued upon the conversion of shares of Series F-1 Convertible Preferred Stock were issued in reliance upon the exemption from registration in Section 3(a)(9) of the Securities Act of 1933. As of March 3, 2015 the Company has 17,013,164 shares of Common Stock outstanding.

 

 
 

 

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, 2015 By:     /s/ Sebastian Giordano  
  Name: Sebastian Giordano  
  Title:    Interim Chief Executive Officer