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EX-99.1 - EXHIBIT 99.1 - Vislink Technologies, Inc.v444317_ex99-1.htm

 

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): July 15, 2016

 

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):

 

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

 

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

 

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

 

  ¨ 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 July 15, 2016, xG Technology, Inc., a Delaware Corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC, as representative of the underwriters named on Schedule 1 thereto, (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 7,300,000 Units of the Company, at a price of $0.685 per Unit, each of which consists of one share of the Company’s common stock, par value $0.00001 per share (“Common Stock”), and 1.25 of a warrant (the “Warrants”) to purchase one share of Common Stock. The Company expects to receive approximately $5,000,500 in gross proceeds from the Offering, before underwriting discounts and commissions and offering expenses payable by the Company.

 

The Warrants will be exercisable immediately at an exercise price of $0.685 per share. The Warrants will expire on the fifth (5th) anniversary of the initial date of issuance.

 

The Company expects the Offering to close on or about July 20, 2016, 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. 333-212254), which was declared effective by the Securities and Exchange Commission on July 14, 2016.

 

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. 2 to the Registration Statement on Form S-1, which was filed with the Securities and Exchange Commission on July 13, 2016.

 

Item 8.01 Other Events.

 

On July 15, 2016, 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 July 15, 2016.

 

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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: July 15, 2016   xG TECHNOLOGY, INC.  
       
  By:    /s/ Roger Branton  
    Name: Roger Branton  
    Title: Chief Financial Officer  

 

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INDEX TO EXHIBITS

 

Exhibit No.   Description
Exhibit 99.1   Press Release of xG Technology, Inc., dated July 15, 2016.

 

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