SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) December 31, 2014
CIG WIRELESS CORP.
(Exact name of registrant as specified in Charter)
|(State or other jurisdiction ofincorporation)||(Commission file no.)||(IRS employer identification no.)|
|11120 South Crown Way, Suite 1, Wellington, Florida 33414|
|(Address of principal executive offices)|
(Registrant’s telephone number, including area code)
( Former Name or Former Address, if Changed Since Last Report )
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see general Instruction A.2. below):
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
|Item 3.02||Unregistered Sales of Equity Securities.|
Pursuant to the previously disclosed Amended and Restated Limited Liability Company Operating Agreement, dated June 30, 2012, as amended, of Communications Infrastructure Group, LLC (“CIG LLC”), an indirect subsidiary of CIG Wireless Corp. (the “Company”), on December 31, 2014, certain Class A membership interests in CIG LLC, having an aggregate conversion value of $11,009,929, were automatically converted into 39,490,420 shares of common stock, par value $0.00001 per share (“Common Stock”) of the Company (referred to herein as the “Conversion Shares”) at a rate of $0.2788 per share. No additional consideration was received by the Company in connection with the issuance of the Conversion Shares.
On December 31, 2014, pursuant to the anti-dilution provisions contained in the Certificate of Designation, Preferences and Rights of Series A-1 Non-Convertible Preferred Stock and Series A-2 Convertible Preferred Stock of the Company, which were triggered by the issuance of the Conversion Shares on that same date, an aggregate of 42,849,782 shares of Series A-2 Convertible Preferred Stock (referred to herein as the “Fir Tree Anti-Dilution Shares”) were issued to Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC.
The Conversion Shares and the Fir-Tree Anti-Dilution Shares were issued pursuant to the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, as promulgated by the U.S. Securities and Exchange Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
|Dated: January 7, 2015||CIG WIRELESS CORP.|
|By:||/s/ Paul McGinn|
|Paul McGinnChief Executive Officer|