Amended Statement of Beneficial Ownership (sc 13d/a)
February 21 2018 - 5:28PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
(Amendment
No. 2)
(RULE
13D-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
DropCar, Inc.
(f/k/a WPCS International Incorporated)
(NAME
OF ISSUER)
COMMON
STOCK
(TITLE
OF CLASS OF SECURITIES)
(CUSIP
NUMBER)
Alpha
Capital Anstalt
Lettstrasse
32
9490
Vaduz, Liechtenstein
011-423-2323195
(
NAME,
ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO
RECEIVE NOTICES AND COMMUNICATIONS)
February 21, 2018
(DATE
OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF
THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE
13D, AND IS FILING THIS SCHEDULE BECAUSE OF RULE 13D-1(E), 13D-1(F) OR 13D-1(G), CHECK THE FOLLOWING BOX ☐.
NOTE:
SCHEDULES FILED IN PAPER FORMAT SHALL INCLUDE A SIGNED ORIGINAL AND FIVE COPIES OF THE SCHEDULE, INCLUDING ALL EXHIBITS. SEE RULE
240.13D-7 FOR OTHER PARTIES TO WHOM COPIES ARE TO BE SENT.
*
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).
SCHEDULE 13D
CUSIP
NO:
|
|
|
|
|
|
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(1)
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alpha Capital Anstalt
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(2)
|
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) ☐
(B) ☐
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(3)
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SEC
USE ONLY
|
(4)
|
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
WC
and OO
|
(5)
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
☐
|
(6)
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Liechtenstein
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
(7)
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SOLE
VOTING POWER –
780,407 *
See Item 3 below
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(8)
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SHARED
VOTING POWER –
0
|
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(9)
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SOLE
DISPOSITIVE POWER –
780,407 *
See Item 3 below
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(10)
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SHARED
DISPOSITIVE POWER –
0
|
(11)
|
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON –
780,407 *
See Item 3 below
|
(12)
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐
See Item 3 below *
|
(13)
|
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9% * (based on 7,811,888 shares outstanding)
See Item 3 below
|
(14)
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
*
|
Does not include shares underlying the Series H-3 Convertible Preferred Stock nor the four classes of Warrants that Alpha
Capital Anstalt (“Alpha”) can beneficially control under a contractually stipulated 9.99% ownership restriction. The
full conversion and/or exercise of Alpha’s securities would exceed this restriction. Alpha’s ownership is now below 10%.
|
SCHEDULE
13D
CUSIP
NO:
ITEM 1.
|
SECURITY AND ISSUER.
|
(i) Common Stock, par value $.0001 per share
(ii) 1,234 Series H-3 Preferred Stock, par
value $.0001 per share
(iii) Warrants acquired on January
30, 2018:
38,860 Warrants expiring on 4/5/22
29,145 Warrants expiring on 8/29/22
25,907 Warrants expiring on 10/9/22
68,005 Warrants expiring on 11/14/22
for an aggregate of 161,917 Warrants all exercisable
at $9.84
DropCar, Inc. (f/k/a WPCS International Incorporated)
Address: 1412 Broadway, Suite 2105, New York, NY 10018
ITEM
2.
|
IDENTITY AND BACKGROUND.
|
Alpha
Capital Anstalt
Lettstrasse
32
9490
Vaduz, Liechtenstein
Citizenship
- Liechtenstein
ITEM 3.
|
SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
|
Pursuant to a merger agreement effective as of January
30, 2018, Alpha Capital Anstalt (“Alpha”) was issued 1,234 Series H-3 Preferred Stock convertible at $5.52, and an
aggregate 161,917 Warrants with an exercise price of $9.84 per share. All of the foregoing securities issued to Alpha contain
a 9.99% “blocker” provision designed to prevent Alpha from being a beneficial owner of more than 9.99% of the Issuer’s
Common Stock.
ITEM 4.
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PURPOSE OF TRANSACTION.
|
See
Item 3 above.
ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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780,407, 9.9% *
See
Item 3 above
ITEM
6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
|
None.
ITEM 7.
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MATERIALS TO BE FILED AS EXHIBITS.
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None.
SCHEDULE
13D
CUSIP
NO:
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.
DATED:
2/21/18
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/S/ Konrad Ackermann
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Alpha Capital Anstalt
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By:
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Konrad
Ackermann, Director
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