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): June 1, 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):

 

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

 

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

 

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

 

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

 

 

 

 

 
 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Standard; Transfer of Listing.

 

On June 1, 2015, WPCS International Incorporated (the “Company”) was notified by the Listing Qualifications Staff (the “Staff”) of The NASDAQ Stock Market LLC (“NASDAQ”) that the Company did not meet the minimum stockholders’ equity requirement for continued listing set forth in NASDAQ Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”), and that the Staff had determined to delist the Company’s securities unless the Company timely requests a hearing before the NASDAQ Listing Qualifications Panel (the “Panel”). The Company is seeking a listing extension and intends to request a hearing before the Panel. This request will prevent any delisting action at least until the Panel issues its decision and the expiration of any extension granted by the Panel. The Company continues to work diligently to evidence compliance with the Stockholders’ Equity Requirement. No assurances can be made that such efforts will be successful.

 

Item 8.01 Other Events.

 

A copy of the press release that discusses this matter is filed as Exhibit 99.1 to, and incorporated by reference in, this report.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

 

Exhibit Number Description
   
99.1 Press Release, dated June 5, 2015

 

 

 
 

 

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: June 5, 2015 By: /s/ Sebastian Giordano
  Name: Sebastian Giordano
  Title: Interim Chief Executive Officer