xG Technology, Inc. (NASDAQ:XGTI) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

The information set forth in Item 2.01 hereof is incorporated
herein by reference.

On February 2, 2017, xG Technology, Inc. (the Company)
completed the acquisition of certain assets and liabilities
related to the hardware segment of Vislink International Limited,
an England and Wales registered limited company (the UK
Seller), and Vislink Inc., a Delaware corporation (the US
Seller, and together with the UK Seller, the Sellers),
to a Business Purchase Agreement, dated December 16, 2016, as
amended on January 16, 2017, by and among the Company, the
Sellers and Vislink PLC, an England and Wales registered limited
company, as guarantor (the Transaction). The purchase
price paid for the Transaction was an aggregate of $16 million
consisting of (i) $6.5 million in cash consideration and (ii)
promissory notes in the aggregate principal amount of $9.5
million (the Notes). In connection with the Notes, the
Company entered into a Security Agreement, dated February 2,
2017, with each of the Sellers (the Security Agreements).

Notes

The Notes mature on March 20, 2017 (the Maturity Date).
Interest on the Notes shall be payable in cash on the Maturity
Date at a rate per annum equal to LIBOR plus 1.9%.

Security Agreements

to the Security Agreements, as collateral security for the
Companys obligations under the Notes, the Company granted the
Sellers a security interest in certain assets purchased from the
Sellers in connection with the Transaction.

The foregoing descriptions of the terms of the Notes and the
Security Agreements are qualified in their entirety by reference
to the provisions of the documents filed as Exhibits 10.1 and
10.2, respectively, to this Current Report on Form 8-K (this
Report), which are incorporated by reference herein.

The information set forth in Item 2.01 hereof is incorporated
herein by reference.

On February 2, 2017, the Company issued a press release
announcing the closing of the Transaction, a copy of which is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.

(a)Financial Statements.

The (i) unaudited, consolidated financial statements for the nine
months ended September 30, 2015 and 2016 and (ii) audited,
consolidated financial statements for the years ended December
31, 2014 and 2015 of Vislink PLC are attached hereto as Exhibit
99.2 and incorporated by reference herein.

(b)Pro Forma Financial Information.

The (i) unaudited, pro forma condensed balance sheet as of
September 30, 2016 and (ii) unaudited pro forma condensed
statements of operations for the nine months ended September 30,
2016 and year ended December 31, 2015 of the Company are attached
hereto as Exhibit 99.3 and incorporated by reference herein.

(d)Exhibits.

About xG Technology, Inc. (NASDAQ:XGTI)

xG Technology, Inc. develops a portfolio of intellectual property, which is embedded in its software algorithms that offer cognitive interference mitigation and spectrum access solutions for a range of applications using commercial off the shelf devices. The Company’s products include xMax, CN5100 Mobile Hotspot, CN3100 Vehicle Modem, CN3200 Dual-Band Routing Modem, CN1100 Access Point, CN7000 Mobile Control Center and xMonitor/xDrive. The Company offers a range of frequency-agnostic cognitive radio solutions. It focuses on various industries across the world, such as telecommunications, cable, defense and public safety, municipal governments, critical infrastructure and markets ranging from rural to urban areas and expeditionary deployments. The implementation of its cognitive radio intellectual property is xMax. The Company, through Integrated Microwave Technologies, LLC (IMT), offers a spectrum of wireless video products that are built around providing a range of solutions.

xG Technology, Inc. (NASDAQ:XGTI) Recent Trading Information

xG Technology, Inc. (NASDAQ:XGTI) closed its last trading session 00.00 at 1.88 with 1,545,122 shares trading hands.