UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported) March 31, 2015

CIG WIRELESS CORP.

(Exact name of registrant as specified in Charter)

(561) 701-8484

(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):

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 March 31, 2015, certain Class A membership interests in CIG LLC, having an aggregate exchange value of $508,971, were automatically exchanged for 6,841,008 shares of common stock, par value $0.00001 per share (“Common Stock”) of the Company (referred to herein as the “Exchange Shares”) at a rate of $0.0744 per share. No additional consideration was received by the Company in connection with the issuance of the Exchange Shares.

On March 31, 2015, 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, as amended, which were triggered by the issuance of the Exchange Shares on that same date, an aggregate of 9,386,490 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 Exchange 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.

SIGNATURES

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.