xG TECHNOLOGY, INC. (Form: 8-K, Received: 01/19/2017 06:03:16)

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): January 18, 2017 ( January 13, 2017)

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 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

Amendment to Business Purchase Agreement

As previously disclosed on Current Report to Form 8-K filed by xG Technology, Inc. (the “Company”) on December 19, 2016, on December 16, 2016, the Company entered into a Business Purchase Agreement (the “Business Purchase Agreement”) by and between: (i) the Company; (ii) Vislink PLC, an England and Wales registered limited company (the “Guarantor”); (iii) Vislink International Limited, an England and Wales registered limited liability company (the “U.K. Seller”); and (iv) Vislink Inc., a Delaware corporation (the “U.S. Seller”, and together with the UK Seller, “VCS” or the “Sellers”), pursuant to which the Sellers will sell and the Company will purchase certain assets and liabilities relating to the hardware segment of the Sellers (the “Transaction”).

On January 13, 2017 (the “Amendment Effective Date”), the Company and the Sellers entered into a Deed of Variation to the Business Purchase Agreement (the “Amendment”), whereby the Company and the Sellers agreed to amend the form of consideration used to satisfy the purchase price paid in order to close the Transaction. Pursuant to the Amendment, on February 2, 2017, or on the day on which the Amended Approval Condition (as defined below) is satisfied (the “Amended Closing Date”), the Company will deliver to the Sellers: (i) $6,500,000 in cash consideration; and (ii) $9,500,000 in promissory notes, which will be due within 45 days of the Amended Closing Date and the terms of which are still to be negotiated. Additionally, the Guarantor is required to pass, at a duly convened meeting of the shareholders of the Guarantor, the Amendment Approval Resolution set out in the circular dispatched to its shareholders pursuant to the Business Purchase Agreement (the “Amended Approval Condition”). The Company released the $6,500,000 into escrow on Friday, January 13, 2017. If the Amended Closing Date does not occur by February 10, 2017, the $6,500,000 will be returned to the Company.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, attached hereto as Exhibit 10.1.

Settlement Agreement

As previously disclosed on Current Report to Form 8-K filed by the Company on April 18, 2016, on April 12, 2016, the Company, in connection with its acquisition of certain liabilities and assets of Integrated Microwave Technologies, LLC (“IMT”) entered into an Asset Purchase Modification Agreement (the “Asset Purchase Modification Agreement”) with IMT. On January 13, 2017, IMT assigned the Company’s remaining obligations to it under the Asset Purchase Modification Agreement to institutional investors (the “New Holders”).

On January 13, 2017, the Company and the New Holders entered into a settlement agreement (the “Settlement Agreement”), whereby the Company and MEF agreed to amend certain terms of the Asset Purchase Modification Agreement. Pursuant to the Settlement Agreement, in consideration for extending the due date from December 31, 2016, and other consideration, the remaining obligation will be increased to a principal amount of $1,358,939, which amount includes all previously accrued and unpaid interest. As a result, the due date of the obligation was extended to July 15, 2017. All other terms of the Asset Purchase Modification Agreement will remain in effect. Additionally, pursuant to the Settlement Agreement, the New Holders were granted a limited right of participation to participate in certain future financings of the Company.

The foregoing description of the Settlement Agreement is not complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, attached hereto as Exhibit 10.2.

Item 8.01 Other Events.

On January 13, 2017, the Company issued a press release announcing the Amendment, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.

On January 17, 2017, the Company issued a press release regarding an update on its obligations owed to IMT, a copy of which is attached as Exhibit 99.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
10.1		Deed of Variation to Business Purchase Agreement, by and between xG Technology, Inc., Vislink PLC, Vislink International Limited and Vislink Inc., dated January 13, 2017.
10.2		Settlement Agreement
99.1		Press Release dated January 13, 2017.
99.2		Press Release dated January 17, 2017

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: January 18, 2017		xG TECHNOLOGY, INC.

	By:	/s/ Roger Branton
		Name: Roger Branton
		Title: Chief Financial Officer

Exhibit 10.1

DATED 13 JANUARY 2017

(1) VISLINK PLC

(2) VISLINK INTERNATIONAL LIMITED

(3) VISLINK INC

and

(4) XG TECHNOLOGY, INC.

DEED OF VARIATION

relating to a business purchase agreement made on 16 December 2016

THIS AGREEMENT is made on

13 January 2017

(1)

VISLINK PLC (incorporated in England and Wales with company number 04082188) whose registered office is at Marlborough House, Charnham Lane, Hungerford, Berkshire, RG17 0EY (" Guarantor ");

(2)

VISLINK INTERNATIONAL LIMITED (incorporated in England and Wales with company number 02074604) whose registered office is at Marlborough House, Charnham Lane, Hungerford, Berkshire, RG17 0EY (the " UK Seller ");

(3)

VISLINK INC (incorporated in the state of Delaware USA with registered number 061165211) whose registered office is at 300 Delaware Avenue, 9 ^th Floor DE5403, Wilmington, Delaware, USA (the " US Seller ") (the UK Seller and the US Seller together, the " Sellers "); and

(4)

XG TECHNOLOGY, INC. (incorporated in the state of Delaware USA with registered number 3562449) whose registered office is at 240 South Pineapple Avenue, Suite 701, Sarasota, FL 34236, United States of America (the " Buyer ").

INTRODUCTION :-

(A)

On 16 December 2016, the parties to this Agreement entered into an agreement for the sale and purchase of the business of the Sellers operating under the name Vislink Communication Systems to the Buyer (the " Existing Agreement ").

(B)

The parties wish to record their agreement and their consent to the Existing Agreement being varied in accordance with this Agreement and intend that this document shall have effect as a deed.

IT IS AGREED as follows:

INTERPRETATION

1.1

In this Agreement (which shall be deemed to include the Schedule to this Agreement):-

1.1.1

unless otherwise defined words and phrases defined in the Existing Agreement shall bear the same meanings when used in this Agreement; and

1.1.2

the provisions of clauses 1.2 and 1.4 of the Existing Agreement shall apply to this Agreement as if set out herein in full.

VARIATION

2.1

The parties to this Agreement agree and consent (insofar and for such purposes as their respective agreement and consent is required) that, subject to the satisfaction of the Amendment Approval Condition, with effect from the date of this Agreement the Existing Agreement shall be varied as follows:-

2.1.1

the following definitions shall be included in clause 1 of the Sale Agreement:

	" Amendment Approval Condition "	the passing of the Amendment Approval Resolution by the requisite majority at a duly convened meeting of the members of the Guarantor

	" Amendment Approval Resolution "	the resolution numbered 1 set out in the notice of General Meeting which is set out in the Circular as amended from time to time and any other resolution required from time to time to approve the proposed transaction

	" Circular "	the circular to be sent by or on behalf of the Guarantor to members of the Guarantor substantially in the form attached but subject to such amendments as the Guarantor may require

	" CML "	the customer known as CML Projects Technology Limited

	" CML Receivable "	all amounts due to a Seller in respect of the Business from CML

	" Deferred Consideration "	$9,500,000 together with interest thereon from and including 9 January 2017 down to and including the date on which the Buyer repays in full all amounts due under each Seller's Loan Note

	" General Meeting "	the general meeting of the members of the Guarantor notice of which is set out in the Circular as the same may be amended from time to time

	" Initial Consideration "	$6,500,000

	" Loan Notes "	the loan notes to be issued by the Buyer to each of the Sellers on Completion in the agreed form and "Loan Note" shall be construed accordingly

	" Repayment Date "	the date 45 days following the date of Completion

	" Security "	the security over the Business and Assets granted by the Buyer to the Sellers in respect of all indebtedness of the Buyer pursuant to the Loan Notes

	" Sellers' Solicitors' Client Account "	the Pinsent Masons LLP US Dollar Client Account, account number MACLGE-USDC, sort code 15-80-00

2.1.2

the definition of "Transfer Date" in clause 1.1. of the Existing Agreement shall be deleted and replaced by the following:

"" Transfer Date "

the date of Completion"

2.1.1

the definition of "Consideration" in clause 1.1. of the Existing Agreement shall be deleted and replaced by the following:

"" Consideration "

the aggregate of the Initial Consideration and the Deferred Consideration"

2.1.2

clause 5.1 of the Existing Agreement shall be deleted and replaced by the following:-

“5.1

The consideration for the sale of the Business and the Assets is the Consideration which is apportioned between the Assets and the UK Seller and the US Seller as set out in Schedule 1 which shall be satisfied by:-

5.1.1

the payment by the Buyer of the Initial Consideration in cash into the Sellers' Solicitors' Client Account by 3.00pm on Friday 13 January 2017. The Initial Consideration is to be held by the Sellers' Solicitors as stakeholders pending the satisfaction of the Amendment Approval Condition;

5.1.2

if the Amendment Approval Condition is not satisfied by 5.00pm on Friday 10 February 2017 (or such later date as the parties may agree or such later date as the Guarantor may specify in accordance with Clause 3), the Initial Consideration shall be returned by the Sellers' Solicitors to such account of the Buyer's Lawyers as the Buyer shall provide;

5.1.4

upon the satisfaction of the Amendment Approval Condition, the Sellers' Solicitors shall release the Initial Consideration to the Sellers and on Completion the UK Seller shall pay $62,500 from the Initial Consideration received by it into the Escrow Account and the US Seller shall pay $62,500 from the Initial Consideration received by it into the Escrow Account. The remainder of the Initial Consideration will not be repayable to the Buyer in any circumstance. Any interest earned on the Initial Consideration shall accrue to the Sellers. The Sellers' Solicitors may deduct from the Initial Consideration any costs or expenses incurred by them in holding the Initial Consideration or making any payment from such funds. No party shall give or purport to give the Sellers' Solicitors any instruction or direction which is inconsistent with this Agreement;

5.1.5

the issue of the Loan Notes in satisfaction of the Deferred Consideration free from all Encumbrances and free from any set off or deduction and the execution and deliver of the Security. The Loan Note to be issued to the UK Seller shall be in respect of 71.875% of the Deferred Consideration and the Loan Note to be issued to the US Seller shall be in respect of 28.125% of the Deferred Consideration; and

5.1.6

upon and subject to repayment of the Loan Notes in full by the Repayment Date in cash into the Sellers' Solicitors' Client Account, the Sellers' Solicitors shall be instructed to pay $125,000 from the sum received into the Escrow Account on behalf of the Sellers (as to one half each).

All payments are to be made in accordance with Clause 5.4.";

2.1.3

clause 5.2 of the Existing Agreement shall be deleted and replaced by the following:

"The Escrow Amount shall be dealt with in accordance with Clause 5.1 and the provisions of Schedule 14 shall apply to the Escrow Account." ;

2.1.4

clause 7.1 of the Existing Agreement shall be deleted and replaced by the following:

"Unless this Agreement is previously terminated in accordance with its terms, Completion shall take place at the offices of the Sellers' Solicitors (or at any other place agreed in writing by the Buyer and the Sellers) on 2 February 2017 or on the day on which the Amendment Approval Condition is satisfied when the business referred to in this Clause 7 shall be transacted."

2.1.5

clause 7.3 of the Existing Agreement shall be deleted and replaced by the following:-

"At Completion the Buyer shall:-

7.3.1

execute and deliver the Loan Notes to the Sellers as referred to in Clause 5.1;

7.3.2

execute and deliver the Security to the Sellers as referred to in Clause 5.1;

7.3.3

sign the Escrow Account Instruction Letter; and

7.3.4

deliver to the Sellers a copy, certified to be a true copy by a director or secretary of the Buyer, of a resolution of the Buyer's board of directors (or an authorised committee of that board) approving Completion and authorising the execution and completion of this Agreement and the Transaction Documents.";

2.1.6

clause 7.4 of the Existing Agreement shall be deleted and replaced with the following:

"No party is obliged to complete this Agreement unless each of the other parties has performed all its obligations under this Clause 7. Further the Buyer is not obliged to complete this Agreement unless the sale and purchase of all of the Assets is completed in accordance with this Agreement (but so that completion of the purchase of some of the Assets will not affect the rights of the Buyer with respect to the others).";

2.1.7

in clause 7.5 of the Existing Agreement the words "13 January 2017" shall be replaced by "10 February 2017";

2.1.8

in clause 7.7 of the Existing Agreement the words "13 January 2017" shall be replaced by "10 February 2017";

2.1.9

the words "Subject to Completion" shall be inserted at the commencement of each of clauses 15.2 and 15.3 of the Existing Agreement";

2.1.10

inserting a new clause 15.6 into the Existing Agreement as follows;

2.1.11

"15.6 Notwithstanding any other provision of this Agreement both the Sellers and the Buyer shall take such steps as they each deem most likely to lead to the payment in cash of the CML Receivable. The Sellers shall be entitled to any sums received in respect of the CML Receivable on or before 30 September 2017 subject to a maximum amount of US$2 million. Any balance shall be for the benefit of the Buyer. The Buyer will not do anything to hinder the collection of the CML Receivable.";

2.1.12

the following words shall be added to the definition of "Stock" in clause 1.1 of the Existing Agreement "but excluding, subject to Clause 15.7, the CML Stock" and adding to clause 1.1 of the Existing Agreement the following:

"CML Stock the stocks of the Business as at the date of Completion held the Sellers' Billerica site (being the property numbered 4 in Part 5 of Schedule 9 of the Existing Agreement)"; and

2.1.13

inserting a new clause 15.7 into the Existing Agreement as follows:

“15.7

The CML Stock shall be held pending the receipt of the CML Receivable or to such time as the parties may agree. If the CML Receivable is not received within fifteen (15) Business Days of Completion the Buyer shall deliver to the Sellers at the Billerica site (being the property numbered 4 in Part 5 of Schedule 9 of the Existing Agreement)" and the Sellers shall remove the CML Stock at their own expense and hold the CML Stock until the earlier of (a) 30 September 2017 and (b) the receipt of the CML Receivable. Upon receipt of the CML Receivable prior to 30 September 2017 the Sellers shall at their own expense deliver the CML Stock to CML."

2.1.14

Clause 18.5.3(a) of the Existing Agreement shall be deleted and replaced with the following:

"any act, omission, obligation or liability in relation to any UK Employee that occurs or arises on or after the Transfer Date including, but not limited to, all acts, omissions, obligations and liabilities arising in relation to or as a result of the measures referred to in the letter from Roger Branton of the Buyer to James Walton of the Seller dated 11 January 2017 or all and any liabilities arising in connection with Regulation 4(9) of the Regulations."

GENERAL MEETING

The Guarantor intends to finalise the Circular as soon as reasonably practicable and to convene the General Meeting for Thursday 2 February 2017 or as soon thereafter as reasonably possibly and in any event by Friday 10 February 2017. In the event that the Buyer is in breach of the Existing Agreement and/or this Agreement then the Guarantor may in its absolute discretion by notice in writing to the Buyer extend the date by which the Amendment Approval Resolution must be passed as may be necessary to allow the Guarantor to convene and hold as promptly as possible a further general meeting of the Company to consider the transaction proposed by the Existing Agreement and this Agreement and to obtain any necessary approval of the transaction by its members. Subject to the foregoing the Guarantor shall use all reasonable efforts to despatch the Circular on the Business Day following the execution of this Agreement and in any event within five Business Days of such date. The Guarantor will consult with the Buyer in relation to the wording of the Circular

Memorandum

The Buyer confirms that it will following execution of this Agreement endorse on the Existing Agreement a memorandum of the execution of this Agreement.

GENERAL

5.1

The parties to this Agreement hereby acknowledge and agree that, subject to the satisfaction of the Amendment Approval Condition and then except as specifically and expressly varied by this Agreement, the Existing Agreement shall remain in full force and effect.

5.2

The provisions of clauses 37, 38 and 39 of the Existing Agreement shall apply to this Agreement as if set out in full herein.

5.3

The parties will work in good faith towards agreeing and signing the Loan Notes and the terms of the Security by 5.00 p.m. London time on 20 January 2017 (or such later date as they may agree), failing which they shall appoint, at the request of either party, an independent law firm who shall finalise the form of the Loan Notes and the terms of the Security which shall be on arm's length terms as between a willing loan note holder and debtor, and will include usual provisions for accelerated payment in the event of default, insolvency, etc. The independent firm shall act as an Expert and not as an arbitrator and its costs will be met as one half by the Buyer and one half by the Sellers. The independent law firm will be instructed to finalise the form of the Loan Notes and Security on or before the Business Day prior to the date of the General Meeting. If the parties are unable to agree an independent law firm then at the request of the Buyer or the Sellers such firm shall be identified by the President for the time being of the Institute of Chartered Accountants in England and Wales.

EXECUTED AS A DEED by the parties on the date which first appears in this Agreement.

EXECUTED (but not delivered until the date hereof) as a Deed by VISLINK PLC acting by two Directors or a Director and the Secretary:-	) ) ) ) )

	Director /s/ Oliver Ellingham

	Director/Secretary /s/ Alison Unitt

EXECUTED (but not delivered until the date hereof) as a Deed by VISLINK INTERNATIONAL LIMITED acting by two Directors or a Director and the Secretary:-	) ) ) ) )

	Director /s/ James Walton

	Director/Secretary /s/ John Hawkins

EXECUTED (but not delivered until the date hereof) as a Deed by VISLINK INC acting by ,authorised signatory, and , authorised signatory:-	) ) ) ) )

	/s/ Mike Payne
	Authorised signatory

	/s/ Doug Fergusson
	Authorised signatory

EXECUTED (but not delivered until the date hereof) as a Deed by XG TECHNOLOGY INC acting by ,authorised signatory, and , authorised signatory:-	) ) ) ) )

	/s/ George Schmitt
	Authorised signatory

	/s/ Roger Branton
	Authorised signatory

Exhibit 10.2

January 13, 2017

xG Technology, Inc.

240 S. Pineapple Avenue

Suite 701

Sarasota FL 34236

Attn: Roger Branton, CFO

Re: Acquisition and Settlement of IMT Obligation (the “Obligation”)

Ladies and Gentlemen:

Reference is made to the Obligation issued to Integrated Microwave Technology LLC identified above, the transaction documents of which are attached hereto as Exhibit A (the “Transaction Documents”). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Transaction Documents.

Following our various discussions over the past week, including yesterday’s discussion, this will confirm that we have agreed to the following:

Given IMT/SkyView’s desire to be paid in full as provided by that certain Asset Purchase Modification Agreement dated April 16, 2016 (the “Modification Agreement”), and in full settlement of that agreement MEF I LP and DiamondRock LLC (the “Investors”) have paid a total of $1,038,194.56 to IMT/SkyView in an assignment of all their rights and obligations under the Modification Agreement. In an effort to assist the Company in its efforts to concentrate on running the business and integrating the IMT assets and new Vislink assets, the Investors have proposed and the Company has agreed to waive all existing penalties, guarantees, defaults and under premiums consistent with the term sheet dated January 10, 2017, and attached hereto as Exhibit B , which is considered an integral component of this settlement agreement. In full settlement and satisfaction of the Company’s obligations under the Obligation, which the parties agree is valued at $1,038,194.56, we have agreed that the Company shall, consistent with the original transaction documents, issue to the Investors shares of Series D Preferred previously issued or available for issue to IMT equal to $ 1,350,095.25 on the same terms and conditions previously available to IMT.

This letter agreement relates only to the Obligation that was acquired from IMT on January 13, 2017, and not to any other funding or security that may be owned by the Investors.

[Signatures follow on next page]

If the foregoing is correct, please acknowledge where provided below.

Very truly yours,

MEF I, LP		xG TECHNOLOGY, INC.

By:	/s/ Marc Manuel	By:	/s/ Roger Branton

Its:	Chief Investment Officer	Its:	Chief Financial Officer


DIAMONDROCK LLC

By:	/s/ Neil Rock

Its:	Managing Member

Purchase of IMT Obligations

On the terms and subject to the conditions set forth below, MEF I, L.P. will commit to the purchase of $1,044,995.52 of IMT Obligations in xG Technology, Inc. on the principal terms set forth below. Except for the Binding Section and the sections mentioned within the Binding Section, this letter is subject to the parties entering into formal agreements setting forth their respective right and obligations. Such agreements will contain customary representations, warranties and indemnifications. The material terms of the IMT Obligations Purchase are set forth below:

Company:	xG Technology, Inc. ( the “Company” or “Issuer”)

Investor:	MEF I, L.P. (the “Investor” or “Holder”)

Debtholder:	Integrated Microwave Technologies, LLC (“IMT”)

Funding:	The Investor shall purchase the obligations from IMT on the date of execution of definitive documents (the “Execution Date”) for $1,044,995.52. In exchange, the Investor shall take over and assume all rights and obligations owed to IMT pursuant to the IMT Obligations.

Term Extension:	The Investor shall agree to extend the term of the Obligation until July 15, 2017.
New Obligation:	In exchange for purchasing the IMT Obligation the Investor shall receive a New Obligation in the amount of $1,358,939.

Accrued Interest:	The Obligation shall carry an Interest rate of 9%, which shall be guaranteed for a period of 12 months.

Closing Condition:	Nasdaq shall sign off on the deal, affirming the Investor will be covered under the 20% previously voted upon.

Warrants:	None

40 Wall Street | New York, NY | 10005

p. 347.491.4240 | f. 646.737.9948

Share Reserve Calculation:	TBD

Release of Personal Guaranty:	The Investor shall agree to release the Company from the Personal Guaranty obligation, as described in the IMT Obligations.

Legal Fees:	The Company shall pay all Legal Fees.

Release of Personal Guaranty:	The Investor shall agree to release the Company from the Personal Guaranty obligation, as described in the IMT Obligations.

Right of Participation:	The Investor shall have the Right of Participation in all financing transactions for up to 1 year from the Execution Date. Such Right shall not exceed 25% of such financing transaction.

Exclusivity:	So long the IMT Obligations are outstanding the Company shall not enter into any variable, reset or otherwise adjustable transactions.

Confidentiality:	The existence of this term sheet and the individual terms and conditions are of a confidential nature and shall not be disclosed to anyone, except to the Company, the Investor and their respective legal advisors.

Binding Effect:	The provisions of this term sheet relating to Right of Participation, Confidentiality, Exclusivity, Legal Fees and Binding Effect shall be binding obligations of the parties hereto. All other provisions of this term sheet shall not be binding in any respect on the parties hereto and are subject to the parties entering into definitive and binding agreements setting forth their respective rights and obligations. This term sheet is intended for discussion purposes only and is not an offer for the purchase or sale of the Company’s securities.

40 Wall Street | New York, NY | 10005

p. 347.491.4240 | f. 646.737.9948

If the terms and conditions contained herein are satisfactory, please sign as indicated below. We appreciate this opportunity to work with you. We look forward to an expeditious and successful closing of this transaction.

		Sincerely,

		MEF I, L.P.


		By:	/s/ Marc Manuel
			Name: Marc Manuel Position: M.D./C.I.O.


AGREED TO AND ACCEPTED:

xG Technology, Inc.


By:	/s/ Roger Branton
	Name: Roger Branton Position: CFO


Dated: January 10, 2017

40 Wall Street | New York, NY | 10005

p. 347.491.4240 | f. 646.737.9948

Exhibit 99.1

xG Technology, Inc. Announces Closing of Vislink Acquisition

Sarasota, Florida—January 13, 2017— xG Technology, Inc. (“xG” or the “Company”) (Nasdaq: XGTI, XGTIW), a leader in providing critical wireless communications for use in challenging operating environments, announced today that xG and Vislink, Plc have closed on the acquisition of Vislink Communication Systems and established a formal transition date of the business which is February 2, 2017. The mutually agreed upon transition date allows for Vislink shareholders to approve amendments to the existing agreements executed on December 16, 2016.

Given that Vislink shareholders approved the transaction nearly unanimously on January 9 ^th , 2017, the Company anticipates approval of the amendments to be a formality.

George Schmitt, Executive Chairman and CEO of xG Technology, said, “We are excited to conclude this final step in the Vislink acquisition, and have begun the process of integrating our operational teams across all our business lines. We appreciate the ongoing efforts of our counterparts at Vislink, Plc to ensure a smooth transition of the business.”

About xG Technology, Inc.

Founded in 2002, xG Technology has developed technologies that enable always-available, always-connected and always-secure voice, broadband data and video communications. The company’s brand portfolio includes xMax and Integrated Microwave Technologies (IMT).

xMax is a patented all-IP, software-defined cognitive radio network that delivers mission-assured wireless connectivity in any RF environment. It provides a solution to the challenges of interoperability, survivability and flexibility in expeditionary and critical communications networks. xMax incorporates advanced optimizing technologies that include spectrum sharing, interference mitigation, multiple-input multiple-output (MIMO) and software defined radio (SDR), making it ideal for wide area, as well as rapid emergency communication deployment in unpredictable environments and during fluid situations. xMax offers solutions for numerous industries worldwide, including military, emergency response and public safety, telemedicine and critical infrastructure.

IMT is a leading provider of mission-critical video solutions, advanced digital microwave systems and engineering, integration, installation and commissioning services serving the Broadcast, Sports & Entertainment and MAG (Military, Aerospace & Government) markets. Since its inception, IMT has focused on building a product portfolio that incorporates a high level of performance, reliability and build quality, extended operating ranges and compact form factors. IMT’s product lines include digital broadcast microwave video systems, compact microwave video equipment for licensed and license-free sports and entertainment applications, and wireless video solutions designed for use by state, local and federal police departments. More information on IMT can be found at www.imt-solutions.com .

Based in Sarasota, Florida, xG 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. 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:

Daniel Carpini
xG Technology
daniel.carpini@xgtechnology.com
(941) 953-9035

Exhibit 99.2

xG Technology, Inc. Pays Off Debt from IMT Acquisition

Sarasota, Florida—January 17, 2017— xG Technology, Inc. (“xG” or the “Company”) (Nasdaq: XGTI, XGTIW), a leader in providing critical wireless communications for use in challenging operating environments, announced today that the Company has paid off debt incurred from the acquisition of Integrated Microwave Technologies (“IMT”) and earlier than required in the original acquisition agreement.

xG completed the $3MM acquisition of IMT on January 29 ^th , 2016 using debt financing from the seller, Skyview Capital, LLC (“Skyview”). xG subsequently recorded a bargain purchase gain on the acquisition of approximately $2.7MM after receiving an independent valuation of the assets acquired. The original agreement required payoff of the debt over the following eighteen months. xG made the final payment on the outstanding debt and, as such, the obligation to Skyview has now been paid in full.

Roger Branton, CFO said, “We wish to formally thank Skyview and its principals for their professionalism in working with us over the past year on the transaction.”

About xG Technology, Inc.

Cautionary Statement Regarding Forward Looking Statements

For More Information:

Daniel Carpini
xG Technology
daniel.carpini@xgtechnology.com
(941) 953-9035