WPCS INTERNATIONAL INCORPORATED (NASDAQ:WPCS) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On December 21, 2016, WPCS International Incorporated (the
Company) entered into a Securities Purchase Agreement (the
Securities Purchase Agreement) with Alpha Capital Anstalt and
Brio Capital Master Fund Ltd. (collectively, the Investors), to
which the Company issued to the Investors an aggregate of 3,305
shares of Series H-2 Convertible Preferred Stock of the Company,
par value $0.0001 per share (the Series H-2 Shares), and warrants
to purchase 495,750 shares of common stock of the Company, par
value $0.0001 per share (Common Stock), with an exercise price of
$1.21 per share (the Warrants). The purchase price for each
Series H-2 Share was $121 per share and the purchase price for
each warrant was $0.1250 per share of underlying Common Stock,
for an aggregate purchase price for the Series H-2 Shares and
Warrants of $461,968.75. The foregoing description of the
Securities Purchase Agreement and Warrants is not complete and is
qualified in its entirety by reference to the full text of the
Securities Purchase Agreement and form of Warrant attached hereto
as Exhibits 10.1 and 10.2, respectively.

Registration Rights Agreement

Simultaneously with the Securities Purchase Agreement, the
Company and the Investors entered into a Registration Rights
Agreement (the Registration Rights Agreement), to which the
Company agreed to file with the Securities and Exchange
Commission, on or before January 31, 2017, a registration
statement on Form S-3 covering the resale of the Common Stock
issuable upon conversion of the Series H-2 Shares and exercise of
the Warrants. The foregoing description of the Registration
Rights Agreement is not complete and is qualified in its entirety
by reference to the full text of the Registration Rights
Agreement attached hereto as Exhibit 10.3.

Item 3.02 Unregistered Sales of Equity
Securities.

The disclosure set forth under Item 1.01 of this Form 8-K is
incorporated by reference into this Item 3.02.

The Company sold the Series H-2 Shares and Warrants in reliance
upon the exemption from securities registration afforded by
Section 4(a)(2) of the Securities Act of 1933, as amended, and
Rule 506 of Regulation D promulgated thereunder.

to a Placement Agent Agreement with Palladium Capital Advisors,
LLC (Palladium), at closing the Company paid Palladium seven
percent (7%) of the aggregate consideration raised from the sale
of the Series H-2 Shares and the Warrants, which was equal to
$32,337.81. Palladium is also entitled to a seven percent (7%)
commission for any sales of equity or convertible debt securities
made by the Company to the Investors through December 14, 2017.

Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

On December 20, 2016, the Company filed with the Secretary of
State of the State of Delaware a Certificate of Designations,
Preferences and Rights of the Series H-2 Convertible Preferred
Stock (the Series H-2 Certificate of Designation).

Under the terms of the Series H-2 Certificate of Designation,
each share of Series H-2 Convertible Preferred Stock has a stated
value of $121 and is convertible into shares of Common Stock,
equal to the stated value divided by the conversion price of
$1.21 per share (subject to adjustment in the event of stock
splits and dividends). The Company is prohibited from effecting
the conversion of any share of the Series H-2 Convertible
Preferred Stock to the extent that, as a result of such
conversion, the holder or any affiliates beneficially owns more
than 9.99%, in the aggregate, of the issued and outstanding
shares of the Companys Common Stock calculated immediately after
giving effect to the issuance of shares of Common Stock upon the
conversion of the Series H-2 Convertible Preferred Stock.

Except as required by law and as set forth in the Series H-2
Certificate of Designation, the Series H-2 Convertible Preferred
Stock shall have no voting rights.

The foregoing description of the Series H-2 Convertible Preferred
Stock and the Series H-2 Certificate of Designation is not
complete and is qualified in its entirety by reference to the
full text of the Series H-2 Certificate of Designation, a copy of
which is attached hereto as Exhibit 3.1.

Item 8.01 Other Events.

Stockholders Equity

As set forth under Item 1.01 of this Form 8-K, the Company
received an aggregate purchase price of $461,968.75 for the sale
of the Series H-2 Shares and Warrants to the Investors. Had the
Company received that $461,968.75 on or before October 31, 2016,
the Company believes it would have reported stockholders equity
of $2,847,993 as of and for the quarter ended October 31, 2016,
which amount exceeds the minimum $2,500,000 stockholders equity
threshold for continued listing on The Nasdaq Capital Market, as
set forth in Nasdaq Listing Rule 5550(b) (the Rule). For purposes
of evidencing the Companys current compliance with the Rule, the
Company has included the foregoing disclosure in this Form 8-K to
indicate its belief that the Company satisfies the Rule as of the
date of the filing of this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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

About WPCS INTERNATIONAL INCORPORATED (NASDAQ:WPCS)

WPCS International Incorporated (WPCS) is a low voltage contractor that specializes in the installation and service of voice and data networks, security systems, audio-visual solutions, and distributed antenna systems, and provides project management and delivers complex projects to vertical markets that include healthcare, education, transportation, energy and utilities, oil and gas, manufacturing, commercial real estate, financial and government. The Company specializes in low voltage communications, audio-visual and security contracting services, conducting business in approximately two operation centers, through its domestic subsidiaries, WPCS International-Suisun City, Inc. (Suisun City Operations) and WPCS International-Texas Operations, Inc. (Texas Operations). The Company also has strategic alliances with technology partners to provide consulting and application software development services for collaboration, visualization and unified communications.

WPCS INTERNATIONAL INCORPORATED (NASDAQ:WPCS) Recent Trading Information

WPCS INTERNATIONAL INCORPORATED (NASDAQ:WPCS) closed its last trading session up +0.05 at 1.23 with 149,991 shares trading hands.