Statement of Ownership (sc 13g)
January 10 2017 - 4:33PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
WPCS
International Incorporated
(Name
of Issuer)
COMMON
STOCK, PAR VALUE $0.0001
(Title
of Class of Securities)
92931L401
(CUSIP
Number)
December
21, 2016
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule
13d-1(b)
☒
Rule
13d-1(c)
☐
Rule
13d-1(d)
|
*
|
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
|
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 92931L401
|
1.
|
|
Names
of Reporting Persons
Brio
Capital Master Fund Ltd.
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2.
|
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3.
|
|
SEC
Use Only
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4.
|
|
Citizenship
or Place of Organization
Cayman
Islands
|
Number
of Shares
Beneficially
Owned
By
Each Reporting
Person
With:
|
5.
|
Sole
Voting Power
309,750
shares of common stock
(1) (2)
|
6.
|
Shared
Voting Power
0
|
7.
|
Sole
Dispositive Power
309,750
shares of common stock
(1) (2)
|
8.
|
Shared
Dispositive Power
0
|
9.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
309,750
shares of common stock
(1) (2)
|
10.
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
|
11.
|
|
Percent
of Class Represented by Amount in Row (9)
9.7%
(3)
|
12.
|
|
Type
of Reporting Person (See Instructions)
CO
|
(1)
Brio Capital Management LLC, is the investment manager of Brio Capital Master Fund Ltd. and has the voting and investment discretion
over securities held by Brio Capital Master Fund Ltd. Shaye Hirsch, in his capacity as Managing Member of Brio Capital Management
LLC, makes voting and investment decisions on behalf of Brio Capital Management LLC in its capacity as the investment manager
of Brio Capital Master Fund Ltd.
(2)
Includes (i) 123,900 shares of common stock underlying 1,239 shares of Series H-2 Convertible Preferred Stock, par value $0.0001
of the Issuer and (ii) 185,850 shares of common stock underlying warrants (the “Warrants”) to purchase common stock
of the Issuer on a 1:1 basis.
(3)
Percentage calculation is based on 2,888,659 shares of common stock outstanding as of December 12, 2016, as reported in the quarterly
report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on December 15, 2016.
CUSIP
No. 92931L401
|
1.
|
|
Names
of Reporting Persons
Brio
Capital Management LLC
|
2.
|
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3.
|
|
SEC
Use Only
|
4.
|
|
Citizenship
or Place of Organization
Delaware,
United States
|
Number
of Shares
Beneficially
Owned
By
Each Reporting
Person
With:
|
5.
|
Sole
Voting Power
309,750
shares of common stock
(4)(5)
|
6.
|
Shared
Voting Power
0
|
7.
|
Sole
Dispositive Power
309,750
shares of common stock
(4)(5)
|
8.
|
Shared
Dispositive Power
0
|
9.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
309,750
shares of common stock
(4)(5)
|
10.
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
|
11.
|
|
Percent
of Class Represented by Amount in Row (9)
9.7%
(6)
|
12.
|
|
Type
of Reporting Person (See Instructions)
CO
|
(4)
The shares reported above are held by Brio Capital Master Fund Ltd. Brio Capital Management LLC, is the investment manager of
Brio Capital Master Fund Ltd. and has the voting and investment discretion over securities held by Brio Capital Master Fund Ltd.
Shaye Hirsch, in his capacity as Managing Member of Brio Capital Management LLC, makes voting and investment decisions on behalf
of Brio Capital Management LLC in its capacity as the investment manager of Brio Capital Master Fund Ltd. Brio Capital Management
LLC and Shaye Hirsch disclaim beneficial ownership over the shares held by Brio Capital Master Fund Ltd., except to the extent
of any pecuniary interest therein.
(5)
Includes (i) 123,900 shares of common stock underlying 1,239 shares of Series H-2 Convertible Preferred Stock, par value $0.0001
of the Issuer and (ii) 185,850 shares of common stock underlying the Warrants.
(6)
Percentage calculation is based on 2,888,659 shares of common stock outstanding as of December 12, 2016, as reported in the quarterly
report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on December 15, 2016.
Item
1(a).
|
Name
of Issuer
|
|
|
|
WCPS
International Incorporated (the “Issuer”)
|
|
|
Item
1(b).
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Address
of the Issuer’s Principal Executive Offices
|
|
|
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521
Railroad Avenue
Suisun
City, California 94585
|
|
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Item
2(a).
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Names
of Persons Filing
|
|
|
This
Schedule 13G is filed jointly by:
Brio
Capital Master Fund Ltd.
Brio
Capital Management LLC
The
foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Information with
respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for
the accuracy or completeness of the information furnished by another Reporting Person.
Each
Reporting Person expressly declares that neither the filing of this statement nor anything herein shall be construed as an admission
that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner
of any securities covered by this statement.
Item
2(b).
|
Address
of the Principal Business Office, or if none, Residence:
|
|
|
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c/o
Brio Capital Management LLC, 100 Merrick Road, Suite 401 W. Rockville Center, NY 11570.
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|
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Item
2(c).
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Citizenship
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Brio
Capital Master Fund Ltd. – Cayman Islands
Brio
Capital Management LLC – United States
Item
2(d).
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Title
of Class of Securities
|
|
|
|
Common
Stock, $0.0001 par value per share.
|
|
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Item
2(e).
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CUSIP
Number
|
|
|
|
92931L401
|
|
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Item
3.
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If
this statement is filed pursuant to Rules
13d-1(b),
or
13d-2(b)
or (c), check whether
the person filing is a:
|
|
☐
|
(a)
Broker or Dealer registered under Section 15 of the Exchange Act.
|
|
|
|
|
☐
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(b)
Bank as defined in Section 3(a)(b) or the Exchange Act.
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☐
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(c)
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
|
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|
|
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☐
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(d)
Investment company registered under Section 8 of the Investment Company Act.
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☐
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(e)
An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
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☐
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(f)
An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
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☐
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(g)
A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
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☐
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(h)
A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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☐
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(i)
A Church Plan that is excluded from the definition of an investment company under Section
3
(c)(14)
of the Investment Company Act.
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☐
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(j)
Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
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Not
applicable
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Item
4.
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Ownership
|
|
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The
information required by Items 4(a)-(c) is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference.
|
|
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Each
Reporting Person expressly declares that neither the filing of this statement nor anything herein shall be construed as an
admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial
owner of any securities covered by this statement.
|
Item
5.
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Ownership
of Five Percent or Less of a Class
|
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Not
Applicable
|
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person
|
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|
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Not
Applicable
|
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|
Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on
By the Parent Holding Company or Control Person
|
|
|
|
Not
Applicable
|
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Item
8.
|
Identification
and Classification of Members of the Group
|
|
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Not
Applicable
|
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Item
9.
|
Notice
of Dissolution of Group
|
|
|
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Not
Applicable
|
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Item
10.
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Certification
|
|
|
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under § 240.14a-11.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
DATE:
January
10, 2017
|
Brio
Capital Master Fund Ltd.,
a
Cayman Islands Exempted Company
|
|
|
|
|
By:
|
Brio
Capital Management LLC, its Investment Manager
|
|
|
|
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By:
|
/s/
Shaye Hirsch
|
|
|
Name:
Shaye Hirsch
|
|
|
Title:
Managing Member
|
|
|
|
|
Brio
Capital Management LLC,
a
Delaware limited liability company
|
|
|
|
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By:
|
/s/
Shaye Hirsch
|
|
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Name:
Shaye Hirsch
|
|
|
Title:
Managing Member
|
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations
(See
18 U.S.C. 1001)
EXHIBIT
1
JOINT
FILING AGREEMENT
Each
of the undersigned agrees that (i) the statement on Schedule 13G relating to the Common Stock of WPCS International Incorporated
has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13G will, unless
written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them and (iii) the provisions
of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 shall apply to each of them. This agreement may be terminated with
respect to the obligations to jointly file future amendments to such statement on Schedule 13G as to any of the undersigned upon
such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
DATED:
January 10, 2017
|
Brio
Capital Master Fund Ltd.,
a
Cayman Islands Exempted Company
|
|
|
|
|
By:
|
Brio
Capital Management LLC, its Investment Manager
|
|
|
|
|
By:
|
/s/
Shaye Hirsch
|
|
|
Name:
Shaye Hirsch
|
|
|
Title:
Managing Member
|
|
|
|
|
Brio
Capital Management LLC,
a
Delaware limited liability company
|
|
|
|
|
By:
|
/s/
Shaye Hirsch
|
|
|
Name:
Shaye Hirsch
|
|
|
Title:
Managing Member
|
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