Filed Pursuant to Rule 424(b)(3)
Registration No. 333-212428
PROSPECTUS SUPPLEMENT NO. 1
To Prospectus dated August 3, 2016
DRAGONWAVE INC.
$6.0 million in any combination of:
Up to 1,791,044 Class A Units
Consisting of One Common Share,
One Warrant to Purchase One Common Share
and Two Short-Term Warrants Each to Purchase One Common Share
and
Up to 1,791,044 Class B Units
Consisting of One Pre-Funded Warrant to Purchase One Common Share,
One Warrant to Purchase One Common Share
and Two Short-Term Warrants Each to Purchase One Common Share
This Prospectus Supplement No. 1 (this “Supplement”) amends and supplements the prospectus dated August 3, 2016 (the “Original Prospectus”), which forms a part of our Registration Statement on Form F-1 (File No. 333-212428). We refer to the Original Prospectus as amended and supplemented to date as the “Prospectus.”
This Supplement is being filed to amend and supplement the information included in the Original Prospectus relating to the warrant indenture. We have determined not to enter into the warrant indenture and instead to deliver standalone physical warrants for the Long-Term Warrants (as defined in the Original Prospectus) and the Short-Term Warrants (as defined in the Original Prospectus). All references in the Original Prospectus to the warrant indenture are replaced with references to the forms of the Long-Term Warrant and the Short-Term Warrant, which have been filed as exhibits to the registration statement of which this Supplement forms a part. The substantive terms of the Long-Term Warrants and the Short-Term Warrants remain the same.
The foregoing summary of Long-Term Warrants and the Short-Term Warrants does not purport to be complete and is subject in its entirety to the detailed provisions of the forms of Long-Term Warrants and the Short-Term Warrants, which are incorporated by reference in their entirety into the Prospectus.
The Prospectus relates to our offering of up to $6.0 million in the aggregate of Class A Units and Class B Units, in any combination. Each Class A Unit consists of one of our common shares, one Long-Term Warrant, and two Short-Term Warrants and will be sold to investors in this offering at a price of $3.35 per unit. Each Class B Unit, which may be sold to investors whose purchase of Class A Units would result in their exceeding the 9.99% beneficial ownership limitation described in the Prospectus, consists of one Pre-Funded Warrant, one Long-Term Warrant and two Short-Term Warrants and will be sold to investors in this offering at a price of $3.34 per unit. The units will not be issued or certificated. The common shares or the Pre-Funded Warrants and the Short-Term Warrants and the Long-Term Warrants are immediately separable and will be issued separately, but will be purchased together in this offering. The Prospectus also relates to the common shares issuable on exercise of the warrants.
We have engaged Rodman & Renshaw, a unit of H.C. Wainwright & Co., to act as sole book running manager in this offering.
Investing in our securities involves a high degree of risk. We refer you to the section entitled “Risk Factors” on page 9 of the Original Prospectus and under similar sections in the documents we incorporate by reference into the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Supplement or the Prospectus. Any representation to the contrary is a criminal offense.
Prospectus Supplement No. 1 dated August 8, 2016