xG Technology Inc.

Closing of Public Offering

RNS Number : 4221T
xG Technology Inc.
19 November 2013

November 19, 2013


xG Technology, Inc.

 ("xG", "xG Technology" or the "Company")


xG Technology Announces Closing of Public Offering of Common Stock; Application for Admission of Shares to AIM


xG Technology (Nasdaq: XGTI; AIM: XGTU.L, XGT.L), is pleasedto announce that it has closed the underwritten public offering on the NASDAQ Capital Market (the "Offering") of shares of its common stock of $0.00001 each ("Shares") previously announced on November 13, 2013. The Company offered 5,715,000 Shares at $1.75 per Share to the public. xG received gross proceeds from the Offering, before deducting the underwriting discount and estimated Offering expenses payable by xG, of approximately $10,000,000.


xG intends to use the proceeds of the Offering for general corporate purposes, including working capital, product development, 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.


Aegis Capital Corp. and Feltl and Company acted as the book-running managers for the Offering.


The Offering is being made pursuant to a registration statement on Form S-1 that xG Technology has filed with the Securities and Exchange Commission ("SEC") and which is effective. A final prospectus supplement containing important information relating to these securities was filed with the SEC. Copies of the final prospectus supplement relating to these securities may be obtained by contacting Aegis Capital Corp., Prospectus Department, 810 Seventh Avenue, 18th Floor, New York, NY, 10019, telephone: 212-813-1010 or email: [email protected]. Electronic copies of the prospectus supplement and accompanying prospectus will also be available on the website of the SEC at http://www.sec.gov.


The Company confirms that application has accordingly been made for 5,715,000 new Shares, together with up to 856,428 additional new Shares pursuant to the exercise (if any) of an over-allotment option granted in connection with the Offering, to be admitted to AIM. It is expected that admission of the 5,715,000 Shares will become effective on or about November 22, 2013. The Shares will trade under the XGTU symbol.


The Company also confirms that application had been made for 1,599,453 new Shares to be admitted to AIM pursuant to a one-time agreement authorized by the independent directors of the Company to issue to MB Technology Holdings, LLC ("MBTH"), such shares reflecting the difference in price between the Shares issued to MBTH in March 2013 at a price of $13.30 per share in exchange for the conversion of a May 2011 Convertible Note and the $5.50 purchase price for Shares sold in the Company's initial public offering in the United States in July 2013. The one-time agreement was disclosed in the registration statement on Form S-1 filed with the SEC as notified to the market on October 24, 2013. It is also expected that admission of the 1,599,453 new Shares will become effective on or about November 22, 2013. The Shares will trade under the XGT symbol.


This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.  The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the preliminary prospectus supplement, the accompanying base prospectus or the registration statement.



xG Technology, Inc.


John Coleman, Chief Executive Officer

+1 212 651 4219

Roger Branton, Chief Financial Officer

+1 212 651 4219

James Woodyatt, Investor Relations

+1 954 572 0395

Allenby Capital Limited


(Nominated Adviser and Joint Broker)

Nick Naylor

+44 20 3328 5656

Mark Connelly

+44 20 3328 5656

First Columbus LLP (Joint Broker)


Chris Crawford

+44 20 3002 2070

Fusion PR (Media and Analyst Relations)




David Worthington

+1 212 651 4200

LHA (Investor Relations)


Jody Burfening/Carolyn Capaccio

LHA (Investor Relations)


(212) 838-3777

+ 212 838-3777


xG Technology develops a broad portfolio of intellectual property to make wireless networks more intelligent, accessible, affordable and reliable. The company has created xMax, a patented all-IP cognitive radio technology that enables spectrum sharing. 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 network operators make more efficient use of their spectrum allocations and to create new opportunities for innovation in unlicensed spectrum. The xMax cognitive radio system incorporates advanced optimizing technologies that include spectrum sharing, interference mitigation and self-organizing networks. 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 over 60 U.S. and over 130 international patents and pending patent applications, and its technology is available for licensing in both domestic and foreign markets. xG is a publicly traded company listed on the NASDAQ Capital Market and on the London Stock Exchange's Alternative Investment Market (AIM). On the NASDAQ, xG common stock is traded under the symbol XGTI and xG warrants are traded under the symbol XGTIW. On the AIM, xG's unrestricted shares trade under the stock symbol XGTU.L and xG's restricted 'Reg S' shares trade under the stock symbol XGT.L.

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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