WPCS Closes $968,000 Financing

SUISUN, CA--(Marketwired - Mar 31, 2017) - WPCS International Incorporated (NASDAQ: WPCS), a full-service low-voltage solutions provider in the business of developing, installing and servicing integrated structured cabling, audio-visual and security systems, today announced that on March 30, 2017, it closed a $968,000 equity financing ("Closing"). As a result, the Company will notify the Listing Qualifications Staff (the "Staff") of The NASDAQ Stock Market LLC ("NASDAQ") today that it believes that, as of the date of this transaction, its stockholders' equity now exceeds the $2,500,000 minimum requirement to maintain its NASDAQ listing. 

Under the terms of a Securities Purchase Agreement, the Company issued to certain accredited investors in a private placement an aggregate of 7,017 shares of Series H-3 Convertible Preferred Stock of the Company, par value $0.0001 per share ("Series H-3 Shares"), and warrants to purchase 1,052,632 shares of common stock of the Company, par value $0.0001 per share ("Common Stock"), with an exercise price of $1.38 per share ("Warrants") based upon closing price of the Company's common stock on March 29, 2017. The purchase price for each Series H-3 Share was $138 and the purchase price for each warrant was $0.125 per share of Common Stock, for an aggregate purchase price for the Series H-3 Shares and Warrants of $1,100,000.

Moreover, the Company has expanded its Board of Directors from five (5) to seven (7) directors and named Jonathan Schechter, Director of Investment Banking at Chardan Capital Markets, LLC, and Brian Daly, Managing Partner and Chief Operating Officer of B3D, LLC, a private equity Company, as its newest members.

According to Sebastian Giordano, CEO of WPCS, "While we await confirmation from the Staff, we welcome our newest board members, whose experience will be invaluable as we continue to aggressively evaluate opportunities to increase shareholder value."

ABOUT WPCS INTERNATIONAL INCORPORATED

WPCS is a full-service, low-voltage solutions provider, installing and servicing integrated structured cabling, audio-visual and security systems for public services, healthcare, energy and corporate enterprise markets in the United States. The Company delivers end-to-end solutions, superior project management and best-in-class products and technology. For more information about WPCS, please visit www.wpcs.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements with respect to the Company's future growth opportunities and strategic plan. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.