SARASOTA, Fla., Aug. 16, 2017 /PRNewswire/ -- xG®
Technology, Inc. ("xG", "xG Technology", or the "Company") (Nasdaq:
XGTI, XGTIW), a leading provider of wireless video solutions to
broadcast, law enforcement and defense markets, and private mobile
broadband networks for critical communications, today announced
that it has entered into definitive agreements with institutional
investors to purchase an aggregate of approximately $3,200,000 of shares of common stock in a
registered direct offering and common stock purchase warrants in a
concurrent private placement.
The shares of common stock will be priced at $2.05. The warrants sold in the private
placement will be exercisable immediately following the date of
issuance, will expire on the fifth (5th) anniversary of
the date they become exercisable, and have an exercise price of
$2.50. At closing, xG anticipates
that it will issue a total of 1,560,978 registered shares of common
stock and unregistered warrants to purchase up to 780,489 shares of
common stock.
The offerings are expected to yield total gross proceeds of
approximately $3,200,000, before
deducting placement agent fees and other estimated offering
expenses. The Company intends to use the net proceeds from the
offering for working capital and other general corporate purposes.
The closing of the offerings is expected to take place on or about
August 18, 2017, subject to the
satisfaction of customary closing conditions.
Aegis Capital Corp. is acting as the sole placement agent in
connection with the offering. Maxim Group LLC is serving as a
financial advisor to xG.
This registered offering is being made pursuant to an effective
shelf registration statement (No. 333-197820) previously filed
with and declared effective by the U.S. Securities and Exchange
Commission (the "SEC"). A prospectus supplement and accompanying
base prospectus describing the terms of the offering will be filed
with the SEC and will be available on the SEC's website located at
http://www.sec.gov. Copies of the prospectus supplement and the
accompanying base prospectus relating to this offering may be
obtained, when available, from Aegis Capital Corp., 810 7th Avenue,
18th Floor, New York, NY 10019 or
via telephone at 212-813-1010 or
email: prospectus@aegiscap.com.
The unregistered warrants were offered pursuant to the exemption
from registration afforded by Section 4(a)(2) under the Securities
Act of 1933, as amended (the "Act"), and Regulation D promulgated
thereunder. Such warrants and the common shares issuable upon
exercise of such warrants have not been registered under the Act,
and may not be offered or sold in the
United States absent registration with the SEC or an
applicable exemption from such registration requirements.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy 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.
xG Technology's brands provide wireless video solutions to
broadcast, law enforcement and defense markets, and private mobile
broadband networks for use in challenging environments. xG's brand
portfolio includes Integrated Microwave Technologies (IMT),
Vislink, and xMax.
IMT has pioneered advanced digital microwave systems and is a
trusted supplier to broadcast, sports and entertainment, and MAG
(Military, Aerospace & Government) markets. Their products are
recognized for their high level of performance, reliability, build
quality, extended operating ranges and compact form factors. More
information about IMT can be found at
www.imt-solutions.com. Vislink specializes in the wireless
capture, delivery and management of secure, high-quality, live
video, and serves broadcast & media and public safety &
surveillance markets. More information about Vislink can be found
at http://www.vislink.com/.
xMax is a secure, rapid-deploy mobile broadband system that
delivers mission-assured wireless connectivity in demanding
operating environments. It was designed to serve as an
expeditionary and critical communications network for use in
unpredictable scenarios and during fluid situations, making it
ideal for disaster response, emergency communications, and defense
applications. More information about xMax can be found at
http://www.xgtechnology.com/system-overview/. In addition to
the above business lines, xG has a dedicated Federal Sector Group
(xG Federal) focused on providing next-generation spectrum sharing
solutions to national defense, scientific research and other
federal organizations. Additional information about xG Federal can
be found at http://www.xgtechnology.com/technology/xg-federal/.
Based in Sarasota, Florida, xG
Technology 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 and
regarding the closing of the offering and anticipated use of
proceeds. 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.
FOR MORE INFORMATION
xG Technology:
Daniel Carpini
941-953-9035
daniel.carpini@xgtechnology.com
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SOURCE xG Technology, Inc.