Sarasota, Florida—December 27, 2016— xG Technology, Inc. (“xG” or the “Company”) (Nasdaq: XGTI), a leader in providing critical wireless communications for use in challenging operating environments, announced today that it has closed the previously announced public underwritten offering of securities, with gross proceeds of $10,000,000 before deducting underwriting discounts and commissions and other offering expenses payable by the Company.
The Company sold to the underwriters an aggregate of 3,800,000 Class A Units, with each Class A Unit consisting of one share of the Company’s common stock and one and one quarter immediately exercisable five-year warrant, each whole warrant to purchase one share of common stock with a warrant exercise price of $2.00, and 2,400 Class B Units, with each Class B Unit consisting of one share of the Company’s Series E Convertible Preferred Stock with a stated value of $1,000 and convertible into 500 shares of the Company’s common stock at $2.00 per share, together with a immediately exercisable five-year warrants to purchase 625 shares of common stock, with a warrant exercise price of $2.00. The Class A Units were priced at $2.00. The Class B Units were priced at $1,000. The Company also granted the underwriters a 45-day option to purchase up to an aggregate of an additional 15% of the securities sold in the offering to cover over-allotments, if any.
The Company plans to use the net proceeds of the offering, after deducting underwriting discounts and commissions and other offering expenses payable by the Company, to fund a portion of its previously announced acquisition of Vislink Communications Systems or, if the acquisition is not consummated, for general corporate purposes.
Aegis Capital Corp. acted as sole book-running manager for the offering.
The securities described above were offered by xG pursuant to a registration statement filed with the Securities and Exchange Commission (the “SEC”) that was declared effective on December 20, 2016. The final prospectus relating to the offering was filed with the SEC on December 22, 2016. The registration statement and final prospectus are available on the SEC’s website located at http://www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such 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.
Founded in 2002, xG Technology has developed technologies that enable always-available, always-connected and always-secure voice, broadband data and video communications. The company’s brand portfolio includes xMax and Integrated Microwave Technologies (IMT).
xMax is a patented all-IP, software-defined cognitive radio network that delivers mission-assured wireless connectivity in any RF environment. It provides a solution to the challenges of interoperability, survivability and flexibility in expeditionary and critical communications networks. xMax incorporates advanced optimizing technologies that include spectrum sharing, interference mitigation, multiple-input multiple-output (MIMO) and software defined radio (SDR), making it ideal for wide area, as well as rapid emergency communication deployment in unpredictable environments and during fluid situations. xMax offers solutions for numerous industries worldwide, including military, emergency response and public safety, telemedicine and critical infrastructure.
IMT is a leading provider of mission-critical video solutions, advanced digital microwave systems and engineering, integration, installation and commissioning services serving the Broadcast, Sports & Entertainment and MAG (Military, Aerospace & Government) markets. Since its inception, IMT has focused on building a product portfolio that incorporates a high level of performance, reliability and build quality, extended operating ranges and compact form factors. IMT’s product lines include digital broadcast microwave video systems, compact microwave video equipment for licensed and license-free sports and entertainment applications, and wireless video solutions designed for use by state, local and federal police departments. More information on IMT can be found at www.imt-solutions.com.
Based in Sarasota, Florida, xG has over 100 patents and pending patent applications. xG is a publicly traded company listed on the NASDAQ Capital Market (symbol: XGTI) 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 fact are forward-looking in nature and constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements reflect the Company’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 Technology, Inc., its subsidiaries, or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company’s actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.
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