6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

Report Of Foreign Private Issuer

Pursuant To Rule 13a-16 Or 15d-16 Of

The Securities Exchange Act Of 1934

FOR THE MONTH OF SEPTEMBER, 2013

COMMISSION FILE NUMBER:  001-34491

DRAGONWAVE INC.

(Translation of registrant’s name into English)

411 Legget Drive, Suite 600

Ottawa, Ontario, K2K 3C9

Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  oForm 20-F xForm 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: o Yes  x No

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a

The following exhibits are issued by DragonWave Inc.:

Exhibit Number	Description
99.1	Material Change Report, dated September 23, 2013
99.2	Press Release dated September 23, 2013 — DragonWave Inc. Announces Closing of U.S.$25 Million Public Offering of Units

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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, thereunto duly authorized.

DRAGONWAVE INC.
(Registrant)
By:	/s/ Russell Frederick
Name:	Russell Frederick
Title:	Chief Financial Officer

Date:   September 23, 2013

3

EX-99.1

Exhibit 99.1

Form 51-102F3

MATERIAL CHANGE REPORT

1.Full name and address of the Company

DragonWave Inc. (the “Company”)
600 – 411 Legget Drive
Ottawa, Ontario
Canada, K2K 3C9

2.Date of Material Change

September 23, 2013

3.News Release

A news release with respect to the material change referred to in this report was issued by the Company through Marketwired on September 23, 2013 and filed on SEDAR.

4.Summary of Material Change

On September 23, 2013, the Company announced the closing of its previously announced public offering (the “Offering”) of units of the Company (“Units”). Under the terms of the Offering, the Company issued and sold 11,910,000 Units at a price of U.S.$2.10 per Unit for aggregate gross proceeds of approximately U.S.$25 million and net proceeds to the Company of approximately U.S.$23.5 million, before deducting the expenses of the Offering.  Each Unit consists of one common share (each, an “Offered Share”) and three quarters of one warrant (each whole warrant, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one common share of the Company at an exercise price of U.S.$2.70 per share until September 23, 2018, subject to certain adjustments.

5.Full Description of Material Change

On September 23, 2013, the Company announced the closing of its previously announced Offering of Units. Under the terms of the Offering, the Company issued and sold 11,910,000 Units at a price of U.S.$2.10 per Unit for aggregate gross proceeds of approximately U.S.$25 million and net proceeds to the Company of approximately U.S.$23.5 million, before deducting the expenses of the Offering.  Each Unit consists of one Offered Share and three quarters of one Warrant. Each whole Warrant entitles the holder thereof to purchase one common share of the Company at an exercise price of U.S.$2.70 per share until September 23, 2018, subject to certain adjustments. The Company does not intend to list the Warrants on any stock exchange.

The net proceeds of the Offering, before expenses, were approximately U.S.$23.5 million. The Company intends to use the net proceeds from the Offering to strengthen its balance sheet, to fund working capital and for general corporate purposes.

The securities described were sold in the United States pursuant to an effective registration statement on Form F-10, including the base prospectus forming a part thereof as supplemented by the final prospectus supplement (collectively, the “U.S. Offering Documents”), and in Canada pursuant to a final prospectus supplement dated September 18, 2013 to a final short form base shelf prospectus dated August 29, 2013.  The Form F-10 has been previously filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”), and the final prospectus supplement and the final short form base shelf prospectus have been filed with the securities regulatory authorities in each of the provinces of Canada, other than Quebec, and are

available on SEDAR at www.sedar.com. The U.S. Offering Documents are available on the SEC’s web site at www.sec.gov. Copies of the U.S. Offering Documents and the final prospectus supplement relating to the Offering may be obtained from Canaccord Genuity Inc., Attn: Syndicate Department, 99 High Street, 12th Floor, Boston, MA 02110, by calling (617) 371-3900, or from the above-mentioned SEC and SEDAR websites.

6.Reliance on Subsection 7.1(2) of National Instrument 51-102

Not Applicable.

7.Omitted Information

Not Applicable.

8.Executive Officer

Russell Frederick, Chief Financial Officer, (613) 599-9991, ext 2253

9.Date of Report

September 23, 2013.

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EX-99.2

Exhibit 99.2

DragonWave Inc. Announces Closing of U.S.$25 Million Public Offering of Units

OTTAWA, ONTARIO—(Marketwired - 09/23/13) - DragonWave Inc. (the “Company”) (TSX:DWI)(NASDAQ:DRWI), a leading global supplier of packet microwave radio systems for mobile and access networks, announced today the closing of its previously announced public offering (the “Offering”) of approximately 11.9 million units (each a “Unit”) for gross proceeds of approximately U.S.$25 million. The Units were offered at a price to the public of U.S.$2.10 per Unit. Each Unit consists of one common share (each, an “Offered Share”) and three quarters of one warrant (each whole warrant, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one common share of the Company at an exercise price of U.S.$2.70 per share until September 23, 2018, subject to certain adjustments. The Company does not intend to list the Warrants on any stock exchange.

The net proceeds of the Offering, before expenses, were approximately U.S.$23.5 million. The Company intends to use the net proceeds from the Offering to strengthen its balance sheet, to fund working capital and for general corporate purposes.

Canaccord Genuity acted as the sole book-running manager for the Offering.

The securities described were sold in the United States pursuant to an effective registration statement on Form F-10, including the base prospectus forming a part thereof as supplemented by the final prospectus supplement (collectively, the “U.S. Offering Documents”), and in Canada pursuant to a final prospectus supplement dated September 18, 2013 to a final short form base shelf prospectus dated August 29, 2013.  The Form F-10 has been previously filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”), and the final prospectus supplement and the final short form base shelf prospectus have been filed with the securities regulatory authorities in each of the provinces of Canada, other than Quebec, and are available on SEDAR at www.sedar.com.  The U.S. Offering Documents are available on the SEC’s web site at www.sec.gov. Copies of the U.S. Offering Documents and the final prospectus supplement relating to the Offering may be obtained from Canaccord Genuity Inc., Attn: Syndicate Department, 99 High Street, 12th Floor, Boston, MA 02110, by calling (617) 371-3900, or from the above-mentioned SEC and SEDAR websites.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About DragonWave

DragonWave® is a leading provider of high-capacity packet microwave solutions that drive next-generation IP networks. DragonWave’s carrier-grade point-to-point packet microwave systems transmit broadband voice, video and data, enabling service providers, government agencies, enterprises and other organizations to meet their increasing bandwidth requirements rapidly and affordably. The principal application of DragonWave’s products is wireless network backhaul. Additional solutions include leased line replacement, last mile fiber extension and enterprise networks. DragonWave’s corporate headquarters is located in Ottawa, Ontario, with sales locations in Europe, Asia, the Middle East and North America. For more information, visit www.dragonwaveinc.com.

DragonWave® and Horizon® are registered trademarks of DragonWave Inc.

Caution Regarding Forward-Looking Statements

Certain statements in this release constitute forward-looking statements within the meaning of applicable securities laws.  Forward-looking statements include statements regarding DragonWave’s intention not to list the Warrants and the anticipated use of proceeds.  These statements are subject to certain assumptions, risks and uncertainties. Readers are cautioned not to place undue reliance on such statements. These statements are provided to assist external stakeholders in understanding DragonWave’s expectations as of the date of this release and may not be appropriate for other purposes. Actual results, performance, achievements or developments of DragonWave may differ materially from the results, performance, achievements or developments expressed or implied by such statements.

Risk factors, in addition to those detailed above, that may cause the actual results, performance, achievements or developments of DragonWave to differ materially from the results, performance, achievements or developments expressed or implied by such statements can be found in the U.S. Offering Documents filed with the SEC and in the final short form base shelf prospectus, as supplemented, filed with the securities regulatory authorities in each of the provinces of Canada, other than Quebec and in other public documents filed by DragonWave with Canadian and United States securities regulatory authorities, which are available at www.sedar.com and www.sec.gov, respectively.

Although DragonWave has attempted, in the U.S. Offering Documents and in the final short form base shelf prospectus, as supplemented, to identify important factors that could cause its actual results to differ materially from expectations, intentions, estimates or forecasts, there may be other factors that could cause its results to differ from what it currently anticipates, estimates or intends. In light of these risks, uncertainties and

assumptions, the forward-looking events described in this press release might not occur or might not occur when stated.

DragonWave assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.

Contact:

Nadine Kittle

Marketing Communications

DragonWave Inc.

nkittle@dragonwaveinc.com

613-599-9991 ext 2262

Russell Frederick

CFO

DragonWave Inc.

rfrederick@dragonwaveinc.com

613-599-9991 Ext 2253

Becky Obbema

Interprose Public Relations

(for DragonWave)

Becky.Obbema@interprosepr.com

(408) 778-2024