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): April 29, 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 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)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 29, 2016, xG Technology, Inc. (the “Company”) entered into amendments with certain investors to the following Warrant Agreements: (1) Series A Warrant to Purchase Common Stock, dated August 19, 2015 and (2) Warrant to Purchase Common Stock, dated February 29, 2016, (the “Warrants,” and each amended Warrant, a “Warrant Amendment”). Each of the Warrants was amended to change the Exercise Price to $0.07. Except for the reduction in the Exercise Price in each of the Warrants, there were no other amendments to the Warrants and all other provisions were unchanged and remain in full force and effect.
The foregoing descriptions of the Warrant Amendments are not complete and are qualified in their entirety by reference to forms of such agreements, which are filed herewith as Exhibits 4.1 and 4.2, respectively, which are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| Exhibit 4.1 | Form of Amendment, dated April 29, 2016, to Series A Warrant to Purchase Common Stock of xG Technology, Inc., dated August 19, 2015 | |
| Exhibit 4.2 | Form of Amendment, dated April 29, 2016, to Warrant to Purchase Common Stock of xG Technology, Inc., dated February 29, 2016 | |
| Exhibit 99.1 | Notice to Holders of Series A Warrants to Purchase Common Stock, dated April 29, 2016 | |
| Exhibit 99.2 | Notice to Holders of Warrants to Purchase Common Stock, dated April 29, 2016 |
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: April 29, 2016 |
xG TECHNOLOGY, INC. |
|
| By: | /s/ Roger Branton | |
| Name: Roger Branton | ||
| Title: Chief Financial Officer |
Exhibit 4.1
AMENDMENT NO. 1 TO
SERIES A WARRANT TO PURCHASE COMMON STOCK
This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “ Amendment ”) dated as of April 29, 2016, (the “ Effective Date ”) is entered into by xG Technology, Inc. (the “ Company ”), and [Holder] or its assigns (the “ Holder ”) of the Original Warrant (as defined below).
Recitals
WHEREAS, [HOLDER] the registered holder hereof or its permitted assigns (the “ Holder ”), was issued that certain SERIES A WARRANT TO PURCHASE COMMON STOCK, by the Company, dated August 19, 2015; and
WHEREAS, the Holder is entitled to purchase from Company, at the Exercise Price (as defined below) then in effect, upon exercise of a Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Original Warrant ”), certain fully paid and non-assessable shares of Common Stock (as defined below) (the “ Warrant Shares ”) registered pursuant to the Company’s Registration Statement on Form S-1 (File Number 333-203853), including the amendment to such registration statement filed by the Company pursuant to Rule 462(b) with the Securities and Exchange Commission on August 14, 2015; and
WHEREAS, the Warrant Shares were initially exercisable at the price of $0.10 (adjusted from $1.00 for certain issuances as per the terms of the Warrant) (the “ Exercise Price ”); and
WHEREAS, the parties desire that the Original Warrant be amended to reflect a change in certain provisions as specified below.
NOW, THEREFORE, in consideration of the foregoing, and of the mutual representations, warranties, covenants, and agreements herein contained, the parties hereto agree as follows:
Agreement
Section 1. Defined Terms . Unless otherwise indicated herein, all terms which are capitalized but are not otherwise defined herein shall have the meaning ascribed to them in the Original Warrant.
Section 2. Amendments to Original Warrant .
| (a) | Section 2(b) “Exercise Price” of the Original Warrant is hereby amended and restated in its entirety as follows: |
“ Exercise Price . For purposes of this Warrant, “ Exercise Price ” means $0.07, subject to adjustment as provided herein.
Section 3. Ratifications; Inconsistent Provisions . Except as otherwise expressly provided herein, the Original Warrant, is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Effective Date, all references in the Original Warrant to “this Warrant”, “hereto”, “hereof”, “hereunder” or words of like import referring to the Original Warrant shall mean the Original Warrant as amended by this Amendment. Notwithstanding the foregoing to the contrary, to the extent that there is any inconsistency between the provisions of the Original Warrant and this Amendment, the provisions of this Amendment shall control and be binding.
Section 4. Counterparts . This Amendment may be executed in any number of counterparts, all of which will constitute one and the same instruments and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Facsimile or other electronic transmission of any signed original document shall be deemed the same as delivery of an original.
[ The Remainder of this Page is Blank ]
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of the date first written above by its respective officers thereunto duly authorized.
| XG TECHNOLOGY, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
Acknowledged and Accepted as of the date first written above:
[Holder]
Name of Holder
| By: | ||
| Name: | ||
| Title: |
Exhibit 4.2
AMENDMENT NO. 1 TO
WARRANT TO PURCHASE COMMON STOCK
This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “ Amendment ”) dated as of April 29, 2016, (the “ Effective Date ”) is entered into by xG Technology, Inc. (the “ Company ”), and [Holder] or its assigns (the “ Holder ”) of the Original Warrant (as defined below).
Recitals
WHEREAS, [HOLDER] the registered holder hereof or its permitted assigns (the “ Holder ”), was issued that certain WARRANT TO PURCHASE COMMON STOCK, by the Company, dated February 29, 2016; and
WHEREAS, the Holder is entitled to purchase from Company, at the Exercise Price (as defined below) then in effect, upon exercise of a Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Original Warrant ”), certain fully paid and non-assessable shares of Common Stock (as defined below) (the “ Warrant Shares ”) registered pursuant to the Company’s Registration Statement on Form S-1 (File Number 333-208650); and
WHEREAS, the Warrant Shares were initially exercisable at the exercise price of $0.21 (the “ Exercise Price ”); and
WHEREAS, the parties desire that the Original Warrant be amended to reflect a change in certain provisions as specified below.
NOW, THEREFORE, in consideration of the foregoing, and of the mutual representations, warranties, covenants, and agreements herein contained, the parties hereto agree as follows:
Agreement
Section 1. Defined Terms . Unless otherwise indicated herein, all terms which are capitalized but are not otherwise defined herein shall have the meaning ascribed to them in the Original Warrant.
Section 2. Amendments to Original Warrant .
| (a) | Section 2(b) “Exercise Price” of the Original Warrant is hereby amended and restated in its entirety as follows: |
“ Exercise Price . For purposes of this Warrant, “ Exercise Price ” means $0.07, subject to adjustment as provided herein.
Section 3. Ratifications; Inconsistent Provisions . Except as otherwise expressly provided herein, the Original Warrant, is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Effective Date, all references in the Original Warrant to “this Warrant”, “hereto”, “hereof”, “hereunder” or words of like import referring to the Original Warrant shall mean the Original Warrant as amended by this Amendment. Notwithstanding the foregoing to the contrary, to the extent that there is any inconsistency between the provisions of the Original Warrant and this Amendment, the provisions of this Amendment shall control and be binding.
Section 4. Counterparts . This Amendment may be executed in any number of counterparts, all of which will constitute one and the same instruments and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Facsimile or other electronic transmission of any signed original document shall be deemed the same as delivery of an original.
[ The Remainder of this Page is Blank ]
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of the date first written above by its respective officers thereunto duly authorized.
| XG TECHNOLOGY, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
Acknowledged and Accepted as of the date first written above:
| [Holder] | ||
| Name of Holder | ||
| By: | ||
| Name: | ||
| Title: | ||
Exhibit 99.1
[Company Letterhead]
April 29, 2016
To All Holders of a Series A Warrant
to Purchase Common Stock of
xG Technology, Inc. (Issued August 2015)
Notice to Holders of Series A Warrants to Purchase Common Stock
This Notice is being provided to all holders (the “Holders”) of a Series A Warrant to Purchase Common Stock of xG Technology, Inc. (the “Company”) issued pursuant to that certain Underwriting Agreement dated as of August 13, 2015, by and among the Company and the underwriter(s) referred to therein, and the Company’s Registration Statement on Form S-1 (File number 333-203853 ), including the amendment to such Registration Statement filed by the Company pursuant to Rule 462(b) with the Securities and Exchange Commission on August 14, 2015 (the “Warrants”). Capitalized terms used but not defined herein shall have the meaning given to them in the Warrants.
On April 29, 2016, the Company executed and entered into Amendment No. 1 to Series A Warrant to Purchase Common Stock with one of the Holders pursuant to which the applicable Exercise Price in the Holder’s Warrant was reduced to $0.07 per share.
Each of the Holders is hereby notified that effective as of April 29, 2016, the Exercise Price in each of their Warrants is also reduced to $0.07 per share. The Company has agreed to reduce the Exercise Price in all Warrants in order to encourage the Holders to exercise their Warrants to facilitate Company’s ability to raise additional funds.
The Company also similarly reduced the exercise price to $0.07 per share of certain other Warrants to Purchase Common Stock issued by the Company in February 2016.
If you have any questions, please contact the undersigned at (941) 953-9035.
Very truly yours,
| xG Technology, inc. | ||
| By: | ||
| Name: Roger G. Branton | ||
| Title: Chief Financial Officer | ||
Exhibit 99.2
[Company Letterhead]
April 29, 2016
To All Holders of a Warrant
to Purchase Common Stock
of xG Technology, Inc. (Issued February 2016)
Notice to Holders of Warrants to Purchase Common Stock
This Notice is being provided to all holders (the “Holders”) of a Warrant to Purchase Common Stock of xG Technology, Inc. (the “Company”) issued pursuant to that certain Subscription Agreement dated February 25, 2016, by and among the Company and the purchasers signatories thereto, and the Company’s Registration Statement on Form S-1 (File number 333-208650 ) (the “Warrants”). Capitalized terms used but not defined herein shall have the meaning given to them in the Warrants.
On April 29, 2016, the Company executed and entered into Amendment No. 1 to Series A Warrant to Purchase Common Stock with certain Holders, pursuant to which the applicable Exercise Price in those warrants was reduced to $0.07 per share.
Each of the Holders is hereby notified that effective as of April 29, 2016, the Exercise Price in each of their Warrants is also reduced to $0.07 per share. The Company has agreed to reduce the Exercise Price in all Warrants in order to encourage the Holders to exercise their Warrants to facilitate Company’s ability to raise additional funds.
The Company also similarly reduced the exercise price to $0.07 per share of certain other Warrants to Purchase Common Stock issued by the Company in August 2015.
If you have any questions, please contact the undersigned at (941) 953-9035.
Very truly yours,
| xG Technology, inc. | ||
| By: | ||
| Name: Roger G. Branton | ||
| Title: Chief Financial Officer | ||