0000930413-18-000508.txt : 20180214 0000930413-18-000508.hdr.sgml : 20180214 20180214172700 ACCESSION NUMBER: 0000930413-18-000508 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DropCar, Inc. CENTRAL INDEX KEY: 0001086745 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 980204758 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58515 FILM NUMBER: 18613898 BUSINESS ADDRESS: STREET 1: 521 RAILROAD AVE CITY: SUISUN STATE: CA ZIP: 94585 BUSINESS PHONE: 7074321300 MAIL ADDRESS: STREET 1: 521 RAILROAD AVE CITY: SUISUN STATE: CA ZIP: 94585 FORMER COMPANY: FORMER CONFORMED NAME: WPCS INTERNATIONAL INC DATE OF NAME CHANGE: 20020612 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Iroquois Capital Management, LLC CENTRAL INDEX KEY: 0001481867 IRS NUMBER: 010786483 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK, STATE: NY ZIP: 10022 BUSINESS PHONE: 212.974.3070 MAIL ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK, STATE: NY ZIP: 10022 SC 13G/A 1 c90521_sc13ga.htm

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

DropCar, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

26210U 104

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

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).

NAMES OF REPORTING PERSONS

Iroquois Master Fund Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES
BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

- 0 -

SHARED VOTING POWER

315,586 shares of Common Stock

1,175,140 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

315,586 shares of Common Stock

1,175,140 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

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)*

CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99%*

TYPE OF REPORTING PERSON

* 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).

NAMES OF REPORTING PERSONS

Iroquois Capital Investment Group LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

- 0 -

SHARED VOTING POWER

27,394 shares of Common Stock

105,120 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

27,394 shares of Common Stock

105,120 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

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)*

CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.1%*

TYPE OF REPORTING PERSON

NAMES OF REPORTING PERSONS

Iroquois Capital Management, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

- 0 -

SHARED VOTING POWER

315,586 shares of Common Stock

1,175,140 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

315,586 shares of Common Stock

1,175,140 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

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)*

CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99%*

TYPE OF REPORTING PERSON

IA, OO

NAMES OF REPORTING PERSONS

Richard Abbe

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

27,394 shares of Common Stock

132,183 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

SHARED VOTING POWER

315,586 shares of Common Stock

1,175,140 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

SOLE DISPOSITIVE POWER

27,394 shares of Common Stock

132,183 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

SHARED DISPOSITIVE POWER

315,586 shares of Common Stock

1,175,140 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

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)*

CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99%*

TYPE OF REPORTING PERSON

NAMES OF REPORTING PERSONS

Kimberly Page

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

- 0 -

SHARED VOTING POWER

315,586 shares of Common Stock

1,175,140 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

315,586 shares of Common Stock

1,175,140 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

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)*

CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99%*

TYPE OF REPORTING PERSON

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.

Item 4.

Ownership.

(a)

Amount beneficially owned:

	As of the close of business on December 31, 2017:

	(i)	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.

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”).

(ii)

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.

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.

(iii)

Iroquois Capital beneficially owned 1,490,726 Shares by virtue of its relationship as the investment manager to Iroquois Master Fund.

(iv)

American Capital dissolved as of December 31, 2017 and distributed securities held by it to its members.

(v)

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.

	(vi)	Ms. Page beneficially owned 1,490,726 Shares by virtue of her relationship as a director of Iroquois Master Fund.

	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.

(b)

Percent of class:

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.

	(c)	Number of shares as to which each Reporting Person has:

		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.

Item 10.

Certifications.

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.

By:	Iroquois Capital Management, LLC,
	its investment manager

IROQUOIS CAPITAL INVESTMENT GROUP LLC

IROQUOIS CAPITAL MANAGEMENT, LLC

By:	/s/ Richard Abbe
	Name:	Richard Abbe
	Title:	President


/s/ Richard Abbe
RICHARD ABBE

/s/ Kimberly Page
KIMBERLY PAGE