WPCS Stockholders Overwhelmingly Approve Authorization for Reverse Stock Split Proposal

SUISUN CITY, CA--(Marketwired - Apr 20, 2015) - WPCS International Incorporated (NASDAQ: WPCS), which specializes in contracting services for communications infrastructure domestically and natural gas and petroleum transmission pipelines internationally, announced today that on April 15, 2015 a special meeting of the Company's stockholders ("Special Meeting") was held authorizing an amendment to the Company's Certificate of Incorporation to effect a reverse stock split ("Reverse Split") of the Company's common stock at a specific ratio to be determined by the Company's Board of Directors ("Board"), in its sole discretion. Following the Special Meeting, the Board determined that it was in the best interests of the Company to effectuate a Reverse Split of the issued and outstanding common stock of the Company at a ratio of 1-for-22.

According to Sebastian Giordano, Interim Chief Executive Officer, "On November 3, 2014, NASDAQ granted the Company a grace period through May 4, 2015 to evidence compliance with the minimum bid price requirement of NASDAQ. Given that our stock price did not meet the $1.00 minimum bid price within this period, the Board believes that this action was necessary to have the best opportunity to meet this requirement and maintain our NASDAQ listing."

The Company filed a Certificate of Amendment to its Certificate of Incorporation on April 16, 2015, which will be effective as of 12:01 a.m. EDT on April 20, 2015. The common stock will commence trading on NASDAQ on a split-adjusted basis as of the opening of trading on April 20, 2015 under the ticker symbol "WPCS."

Following the Reverse Split, the total number of shares outstanding will be proportionately reduced in accordance with the reverse split ratio. Further, any outstanding options, warrants and rights as of the effective date that are subject to adjustment will be adjusted accordingly. These adjustments may include adjustments to the number of shares of common stock that may be obtained upon exercise or conversion of these securities, and the applicable exercise or purchase price as well as other adjustments. There will be no change to the authorized shares of common stock of the Company as a result of the reverse stock split. Any fraction of a share of common stock that would otherwise have resulted from the reverse split will be rounded up to the next whole share.

Giordano concluded, "We appreciate our stockholders' support enabling us to address this issue. Meanwhile, we continue to pursue a series of transactions intended to satisfy NASDAQ's $2.5 million stockholders' equity requirement by the May 29, 2015 deadline."

About WPCS International Incorporated
WPCS provides contracting services to the public services, healthcare, energy and corporate enterprise markets in the United States and China. For more information, 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.