WPCS Announces Compliance With NASDAQ Standards for Continued Listing

WPCS Announces Compliance With NASDAQ Standards for Continued Listing 
EXTON, PA -- (Marketwired) -- 11/15/13 --  WPCS International
Incorporated (NASDAQ: WPCS), which specializes in design-build
engineering services for communications infrastructure, has announced
that on November 14, 2013, WPCS received notice from the NASDAQ
Hearing Panel ( the "Panel") determining that WPCS has regained
compliance with the continued listing standards on the NASDAQ Capital
Market and WPCS' common stock would continue to be listed on NASDAQ. 
Prior to the Panel hearing, on October 24, 2013, WPCS entered into an
amendment, waiver and exchange agreement (the "Amendment") with the
holders (the "Holders") of its outstanding senior secured convertible
notes (the "Notes") and common stock purchase warrants ("Warrants"),
to eliminate certain features of the Notes, effective October 31,
2013, that would otherwise have resulted in substantial fair value
derivative accounting charges to the Company. 
In addition, pursuant to the Amendment, the Holders permanently
waived various provisions of the Warrants, and fixed the exercise
price of the Warrants to $2.1539 per share, other than in the event
of a future stock split or dividend, resulting in WPCS classifying
the Warrants as stockholders' equity in its balance sheet, rather
than as a derivative liability. 
WPCS informed the Panel, and announced in a previous Form 8-K, that
as a result of the Amendment, WPCS stockholders' equity exceeded $4
million as of November 5, 2013, and WPCS has regained compliance with
the minimum stockholder equity NASDAQ listing requirement.  
Sebastian Giordano, Interim CEO of WPCS, commented, "WPCS values its
NASDAQ Capital Market listing and we are quite pleased that the Panel
has agreed that, as a result of executing an aggressive, strategic
transition plan over the past several months to stabilize operations
and cash flows, restructure the Notes and Warrants, cut costs, close
and/or divest non-profitable divisions, and maximize the potential
for the remaining profitable divisions, the Company is now better
positioned to maintain NASDAQ compliance with the equity requirement
for the longer term. As a result, with our NASDAQ Capital Market
listing in place, we can continue executing our strategy to seek a
shareholder value proposition and deliver increased shareholder
About WPCS International Incorporated: 
WPCS is a design-build engineering company that focuses on the
implementation requirements of communications infrastructure. The
company provides its engineering capabilities including wireless
communications, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise markets
worldwide. For more information, please visit www.wpcs.com 
Statements about the company's future expectations, including future
revenue and earnings and all other statements in this press release,
other than historical facts, are "forward looking" statements and are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such forward looking statements
involve risks and uncertainties and are subject to change at any
time. The company's actual results could differ materially from
expected results. In reflecting subsequent events or circumstances,
the company undertakes no obligation to update forward looking
WPCS International Incorporated
610-903-0400 x104
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