Form 8-K xG TECHNOLOGY, INC. For: Aug 14

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): August 14, 2015

 

xG Technology, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware	333-187094	20-585-6795
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

 

240 S. Pineapple Avenue, Suite 701, Sarasota, FL	34236
(Address of principal executive offices)	(ZipCode)

 

Registrant's telephone number, including area code: (941) 953-9035

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On August 14, 2015, xG Technology, Inc., a Delaware Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC (the “Underwriter”), pursuant to which the Company agreed to sell, and the Underwriter agreed to purchase for resale to the public (the “Offering”), subject to the terms and conditions expressed therein, an aggregate of (i) 2,550,000 Class A Units, at a price of $1.00 per Class A Unit, each of which consists of one share of the Company’s common stock and 0.5 of a Series A Warrant to purchase one share of the Company’s common stock at an exercise price of $1.00 per warrant (a “Series A Warrant”), (ii) 2,450,000 Class B Units, at a price of $0.99 per Class B Unit, each of which consists of one pre-funded Series B Warrant to purchase one share of the Company’s common stock and 0.5 of a Series A Warrant, (iii) 2,550,000 Series C Warrants, at a price of $0.01 per Series C Warrant, which is deemed to be included in the $1.00 price per Class A Unit, each to purchase one additional Class A Unit at an exercise price of $1.00, and (iv) 4,950,000 Series D Warrants, at a price of $0.01 per Series D Warrant, which is deemed to be included in the $0.99 price per Class B Unit, each to purchase one additional Class B Unit at an exercise price of $0.99. The Company expects to receive approximately $5,000,000 in gross proceeds from the Offering, before underwriting discounts and commissions and offering expenses payable by the Company.

 

The Company expects the Offering to close on or about August 19, 2015, subject to the satisfaction of customary closing conditions.  The Underwriting Agreement provides that the Company will indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to reimburse the Underwriter for payments that the Underwriter may be required to make because of such liabilities.

 

The Company conducted the Offering pursuant to a Registration Statement on Form S-1 (File No. 333-203853), which was declared effective by the Securities and Exchange Commission on August 13, 2015.

 

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, the form of which is incorporated by reference hereto and was filed as Exhibit 1.1 to the Company’s Amendment No. 3 to the Registration Statement on Form S-1, which was filed with the Securities and Exchange Commission on August 4, 2015.

 

Item 8.01 Other Events.

 

On August 14, 2015, the Company issued a press release announcing the pricing of the Offering.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
Exhibit 99.1		Press Release of xG Technology, Inc., dated August 14, 2015.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 14, 2015		xG TECHNOLOGY, INC.
	By:	/s/ Roger Branton
		Name: Roger Branton
		Title: Chief Financial Officer

 

 

INDEX TO EXHIBITS

  

Exhibit No.	Description
99.1	Press Release of xG Technology, Inc., dated August 14, 2015.

 

Exhibit 99.1

 

 

 

 

xG Technology, Inc. Announces Pricing of Public Offering

 

Sarasota, Florida—August 14, 2015—xG Technology, Inc. (“xG” or the “Company”) (Nasdaq: XGTI, XGTIW), a developer of patented wireless communications and spectrum sharing technologies, announced today the pricing of a public offering of (i) 2,550,000 Class A Units, at a price of $1.00 per Class A Unit, each of which consists of one share of its common stock and 0.5 of a Series A Warrant to purchase one share of its common stock at an exercise price of $1.00 per warrant, (ii) 2,450,000 Class B Units, at a price of $0.99 per Class B Unit, each of which consists of one pre-funded Series B Warrant to purchase one share of its common stock and 0.5 of a Series A Warrant, (iii) 2,550,000 Series C Warrants, at a price of $0.01 per Series C Warrant, which is deemed to be included in the $1.00 price per Class A Unit, each to purchase one additional Class A Unit at an exercise price of $1.00, and (iv) 4,950,000 Series D Warrants, at a price of $0.01 per Series D Warrant, which is deemed to be included in the $0.99 price per Class B Unit, each to purchase one additional Class B Unit at an exercise price of $0.99. The Company expects to receive approximately $5,000,000 in gross proceeds, before underwriting discounts and commissions and offering expenses payable by the Company.

 

xG intends to use the net proceeds from this offering for general corporate purposes, including working capital, product development, partial reduction of liabilities, marketing activities, expanding its internal sales organization and further developing sales channels, funding the set-up of contract manufacturing production lines and other capital expenditures.

 

The offering is expected to close on August 19, 2015, subject to customary closing conditions.

 

Roth Capital Partners is acting as Sole Book-Running Manager.

 

Roth Capital Partners, LLC is acting as underwriter for the offering. The securities are being offered by xG pursuant to a registration statement on Form S-1 (File No. 333-203853) filed with the Securities and Exchange Commission (the “SEC”), which was declared effective by the SEC on August 13, 2015. A final prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus also may be obtained from Roth Capital Partners, LLC, Equity Capital Markets, 888 San Clemente Drive, Newport Beach, CA 92660, at (800) 678-9147. 

 

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

 

  

About xG Technology, Inc.

 

xG has created a broad portfolio of intellectual property that makes wireless networks more intelligent, accessible, affordable and reliable. xG has created xMax, a patented all-IP cognitive radio technology that enables robust mobile broadband communications for private, consumer and government networks. xMax can solve the crisis facing the wireless industry caused by data-hungry devices and applications that are straining network capacity. It eliminates the need to acquire scarce and expensive licensed spectrum, thus lowering the total cost of ownership for wireless broadband access. xG’s goal is to help wireless broadband networks deliver voice, video and data services to fixed and mobile users. The xMax cognitive radio system incorporates advanced optimizing technologies that include spectrum sharing, interference mitigation, multiple-input multiple-output (MIMO) and software defined radio (SDR). These and other technologies make xMax ideal for wide areas, as well as rapid emergency communication deployment. xG offers solutions for numerous industries worldwide, including urban and rural wireless broadband, utilities, defense, emergency response and public safety.

 

Based in Sarasota, Florida, xG has 50 U.S. and over 100 international patents and pending patent applications. xG is a publicly traded company listed on the Nasdaq Capital Market where xG common stock is traded under the symbol XGTI and xG warrants are traded under the symbol XGTIW. For more information, please visit www.xgtechnology.com.

Cautionary Statement Regarding Forward Looking Statements

 

Statements contained herein that are not based upon current or historical facts are forward-looking in nature and constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements reflect xG’s expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties.  These statements include but are not limited to statements regarding the intended terms of the offering, closing of the offering and use of any proceeds from the offering. When used herein, the words “anticipate,” “believe,” “estimate,” “upcoming,” “plan,” “target”, “intend” and “expect” and similar expressions, as they relate to xG, its subsidiaries, or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to xG and are subject to a number of risks, uncertainties, and other factors that could cause xG’s actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.

 

For More Information:

 

Media Relations
Daniel Carpini
xG Technology, Inc.
[email protected]
(941) 953-9035

 

Investor and Analyst Relations
James Woodyatt
xG Technology, Inc.
[email protected]
(954) 572-0395

 

Jody Burfening/Carolyn Capaccio
LHA
[email protected]
(212) 838-3777

 

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Chicardgo School Releases 2026 Elite College Placement Index Featuring Expanded Data and Methodological Enhancements
• LA Kings Girls Camp Expands Access, Representation and Development Opportunities for the Next Generation of Female Hockey Players
• World Cue Sports Celebrates Landmark Double Achievement at Pune World Heyball Championships