Attached files
| file | filename |
|---|---|
| EX-23.1 - EXHIBIT 23.1 - Vislink Technologies, Inc. | v458343_ex23-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 3
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 29, 2016
xG Technology, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35988 | 20-585-6795 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 240 S. Pineapple Avenue, Suite 701, Sarasota, FL | 34236 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (941) 953-9035
n/a
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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)) |
EXPLANATORY NOTE
This Amendment No. 3 on Form 8-K/A (this “Third Amendment”) is being filed to include the consent of Marcum LLP as exhibit 23.1 with respect to Integrated Microwave Technologies, LLC’s (“IMT”) audited financial statements for the year ended December 31, 2015, previously filed on Amendment No. 1 to Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on April 13, 2016 (the “First Amendment”). The audited financial statements were filed pursuant to Item 9.01(a) of Form 8-K with respect to xG Technology, Inc.’s (the “Company”) acquisition of substantially all of the assets and liabilities that constitute the business of IMT, which occurred on January 29, 2016, as disclosed on the Current Report on Form 8-K filed with the Commission on February 3, 2016 (the “Original 8-K” and together with the First Amendment and Amendment No. 2 to form 8-K filed on April 21, 2016 (the “Second Amendment”), the “Amended 8-K” ).
Unless otherwise indicated herein or in the Amended 8-K, the disclosures contained herein have not been updated to reflect events, results or developments that have occurred after the filing of the Original 8-K, the First Amendment, or the Second Amendment or to modify or update those disclosures affected by subsequent events. This Third Amendment should be read in conjunction with the Amended 8-K and the Company’s other filings made with the Commission subsequent to the Original 8-K, including any amendments to those filings.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements
Financial statements of IMT for the year ended December 31, 2015, as required by Item 9.01(a) of Form 8-K are included with this filing as Exhibit 99.2.
(b) Pro Forma Financial Information
The pro forma financial information required by Item 9.01(b) of Form 8-K is being included with this filing as Exhibit 99.3.
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of 5% Senior Secured Convertible Promissory Notes (1) | |
| 10.1 | Asset Purchase Agreement, dated as of January 29, 2016 (1) | |
| 10.2 | Initial Payment Note (1) | |
| 10.3 | Deferred Payment Note (1) | |
| 10.4 | Securities Purchase Agreement, dated as of January 29, 2016 (1) | |
| 10.5 | Security Agreement, dated as of January 29, 2016 (1) | |
| 23.1 | Consent of Marcum LLP | |
| 99.1 | Press Release, dated February 1, 2016 (1) | |
| 99.2 | Audited financial statements of Integrated Microwave Technologies, LLC. for the year ended December 31, 2015 (2) | |
| 99.3 | Pro forma financial information (3) |
| (1) | Filed as an Exhibit on Current Report to Form 8-K with the SEC on February 3, 2016 | |
| (2) | Filed as an Exhibit on Current Report to Form 8-K/A with the SEC on April 13, 2016 | |
| (3) | Filed as an Exhibit on Current Report to Form 8-K/A with the SEC on April 21, 2016 |
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 hereunto duly authorized.
| xG TECHNOLOGY, INC. | |||
| Date: February 3, 2017 | By: | /s/ Roger Branton | |
| Name: Roger Branton | |||
| Title: Chief Financial Officer | |||