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): January 30, 2018

WPCS INTERNATIONAL INCORPORATED

(Exact name of Registrant as specified in its charter)

Registrant's telephone number, including area code (707) 432-1300

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

As previously disclosed, on January 17, 2018, WPCS International Incorporated (“WPCS”) convened and adjourned its special meeting of stockholders without any business being conducted to allow additional time for stockholders to vote on the proposals set forth in the WPCS proxy statement/ prospectus/ information statement dated December 14, 2017 and filed with the U.S. Securities and Exchange Commission on December 18, 2017 (the “Proxy Statement”). The special meeting was adjourned to January 30, 2018 at 9:30 a.m., Eastern Standard Time, at the same location, Morse, Zelnick, Rose & Lander, LLP, located at 825 Third Avenue, 16^th Floor, New York, NY 10022.

At the reconvened Special Meeting of Stockholders of WPCS held on January 30, 2018 (the “Meeting”), the stockholders of WPCS voted as set forth below on the following proposals, each of which is described in detail in the Proxy Statement.

At the Meeting, 3,902,173 shares, or approximately 58.52%, of the outstanding WPCS common stock entitled to vote, were represented by proxy or in person.

The final voting results for each matter submitted to a vote of WPCS’ stockholders are as follows:

Proposal 1. Approval of the Merger Agreement and the transactions contemplated thereby.

Proposal 2. Approval of an amendment to the WPCS Charter changing the WPCS corporate name to “DropCar, Inc.”

Proposal 3. Approval of an amendment to the WPCS Charter effecting a reverse stock split of WPCS’ issued and outstanding common stock within a range of every 1.5 to 10 shares (or any number in between) of outstanding WPCS common stock being combined and reclassified into one share of WPCS common stock.

Proposal 4. Approval of amendments to the Plan to, among other things, 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 to be effected in connection with the Merger.

Proposal 5. Approval of an adjournment of the Meeting, if necessary, to solicit additional proxies if there are insufficient votes in favor of the proposals above.

Such adjournment was deemed unnecessary as proposals 1 through 4 were approved.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.