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): December 17, 2013
WPCS INTERNATIONAL INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 001-34643 | 98-0204758 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
One East Uwchlan Avenue, Suite 301, Exton, PA 19341
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (610) 903-0400
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 3.02 | Unregistered Sales of Equity Securities. |
Between December 17, 2013 and December 19, 2013, WPCS International Incorporated (the “Company”) received conversion notices to issue an aggregate of 4,153,179 shares of its common stock, par value $0.0001 per share to six investors upon the conversion of $827,000 of principal face value secured convertible notes issued December 5, 2012. The shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
As of the close of business on December 19, 2013, the Company had 5,711,848 shares of Common Stock deemed issued and 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: December 20, 2013 | By: /s/ JOSEPH HEATER |
| Joseph Heater | |
| Chief Financial Officer |