0001144204-15-054656.txt : 20150911 0001144204-15-054656.hdr.sgml : 20150911 20150911163044 ACCESSION NUMBER: 0001144204-15-054656 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150910 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20150911 DATE AS OF CHANGE: 20150911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WPCS INTERNATIONAL INC CENTRAL INDEX KEY: 0001086745 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 980204758 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34643 FILM NUMBER: 151103640 BUSINESS ADDRESS: STREET 1: ONE EAST UWCHLAN AVENUE STREET 2: SUITE 301 CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 6109030400 MAIL ADDRESS: STREET 1: ONE EAST UWCHLAN AVENUE STREET 2: SUITE 301 CITY: EXTON STATE: PA ZIP: 19341 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX STAR VENTURES INC DATE OF NAME CHANGE: 20010424 FORMER COMPANY: FORMER CONFORMED NAME: WOWTOWN COM INC DATE OF NAME CHANGE: 20000315 FORMER COMPANY: FORMER CONFORMED NAME: PARAMOUNT SERVICES CORP DATE OF NAME CHANGE: 19990519 8-K 1 v420182_8k.htm FORM 8-K

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): September 10, 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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 Unregistered Sales of Equity Securities.

From August 7, 2015 through September 11,2015, WPCS International Incorporated (the “Company”) issued 117,099 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 September 10, 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 8-K filed by the Company with the Securities and Exchange Commission on August 7, 2015. To date, the Company has issued a total of 1,793,331 shares of Common Stock to holders of its Series F, F-1, G, G-1 and H Convertible Preferred Stock upon the conversion of shares of Series F, F-1,G, G-1 and H Convertible Preferred Stock. The shares of Common Stock issued upon the conversion of shares of Series F, F-1, G, G-1 and H Convertible Preferred Stock were issued in reliance upon the exemption from registration in Section 3(a)(9) of the Securities Act of 1933.

On August 1, the Company entered into an engagement letter with an investment bank to provide investment banking services for a period of twelve (12) months, which may be extended by mutual consent of the parties. The Company agreed to pay a $7,500 monthly fee to the investment bank payable in shares of Common Stock, calculated based on the closing bid price of the Common Stock on the trading day immediately prior to date payment is due. On each date of payment, the Common Stock will be issued in reliance upon the exemption from registration in Section 4(a)(2) of the Securities Act of 1933. The first payment was made on August 15, 2015 in the amount of 4,838 shares of Common Stock.

As of September 11, 2015 the Company has 2,430,586 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: September 11, 2015	By: /s/ Sebastian Giordano
	Name: Sebastian Giordano
	Title: Interim Chief Executive Officer