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

Item 1.01.

On May 19, 2017, xG Technology, Inc. (the Company) entered into a
purchase agreement (the Purchase Agreement) and a registration
rights agreement (the Registration Rights Agreement), with
Lincoln Park Capital Fund, LLC (Lincoln Park), an Illinois
limited liability company.

Under the terms and subject to the conditions of the Purchase
Agreement, the Company has the right to sell to Lincoln Park and
Lincoln Park is obligated to purchase up to $15.0 million in
amounts of shares, as described below, of the Companys common
stock (Common Stock), subject to certain limitations, from time
to time, over the 30-month period commencing on the date that a
registration statement, which the Company agreed to file with the
Securities and Exchange Commission (the SEC) to the Registration
Rights Agreement, is declared effective by the SEC and a final
prospectus in connection therewith is filed. The Company may, at
its sole discretion and subject to certain conditions, direct
Lincoln Park to purchase up to 125,000 shares of Common Stock on
any business day (such purchases, Regular Purchases), provided
that at least one (1) business day has passed since the most
recent Regular Purchase was completed, and in no event will the
amount of a single Regular Purchase exceed $1.0 million. The
purchase price of Regular Purchases will be based on the
prevailing market prices of shares of Common Stock, which shall
be equal to the lesser of the lowest sale price of the Common
Stock during the purchase date and the average of the three (3)
lowest closing sale prices of the Common Stock during the ten
(10) business days prior to the purchase date. The Company may
also direct Lincoln Park to purchase other amounts as accelerated
purchases or additional purchases if the closing sale price of
the Common Stock is not below the threshold prices as set forth
in the Purchase Agreement.

There is no upper limit on the price per share that Lincoln Park
must pay for Common Stock under a Regular Purchase or an
accelerated purchase. Lincoln Park will not be required to
purchase any shares of Common Stock if such sale would result in
Lincoln Parks beneficial ownership exceeding 4.99% of the then
outstanding shares of Common Stock.

On May 19, 2017, the Company issued to Lincoln Park 192,431
shares of Common Stock as commitment shares in consideration for
entering into the Purchase Agreement. Lincoln Park represented to
the Company, among other things, that it was an accredited
investor (as such term is defined in Rule 501(a) of Regulation D
under the Securities Act of 1933, as amended (the Securities
Act)), and the Company sold the securities in reliance upon an
exemption from registration contained in Section 4(a)(2) of the
Securities Act. The securities sold may not be offered or sold in
the United States absent registration or an applicable exemption
from registration requirements.

The Purchase Agreement and the Registration Rights Agreement
contain customary representations, warranties, agreements and
conditions to completing future sale transactions,
indemnification rights and obligations of the parties. The
Company has the right to terminate the Purchase Agreement at any
time, at no cost or penalty. Lincoln Park does not have the right
to terminate the Purchase Agreement upon any of the events of
default as set forth in the Purchase Agreement; however, during
an event of default, the Company may not deliver a notice
directing Lincoln Park to purchase shares of Common Stock under
the Purchase Agreement. In addition, in the event of bankruptcy
proceedings by or against the Company, the Purchase Agreement
will automatically terminate. Actual sales of shares of Common
Stock to Lincoln Park under the Purchase Agreement will depend on
a variety of factors to be determined by the Company from time to
time, including, among others, market conditions, the trading
price of the Common Stock and determinations by the Company as to
the appropriate sources of funding for the Company and its
operations. Lincoln Park has no right to require any sales by the
Company, but is obligated to make purchases from the Company as
the Company directs in accordance with the Purchase Agreement.
Lincoln Park has covenanted not to cause or engage in any manner
whatsoever, any direct or indirect short selling or hedging of
the Companys shares.

The net proceeds under the Purchase Agreement to the Company will
depend on the frequency and prices at which the Company sells
shares of its stock to Lincoln Park. The Company expects that any
proceeds received by the Company from such sales to Lincoln Park
under the Purchase Agreement will be used for working capital and
general corporate purposes.

This current report on Form 8-K shall not constitute an offer to
sell or a solicitation of an offer to buy any shares of Common
Stock, nor shall there be any sale of shares of Common Stock in
any state or jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other
jurisdiction.

The foregoing descriptions of the Purchase Agreement and the
Registration Rights Agreement are qualified in their entirety by
reference to the full text of the Purchase Agreement and the
Registration Rights Agreement, copies of which are attached
hereto as Exhibit 10.1 and 10.2, respectively, and each of which
is incorporated herein in its entirety by reference. The
representations, warranties and covenants contained in such
agreements were made only for purposes of such agreements and as
of specific dates, were solely for the benefit of the parties to
such agreements, and may be subject to limitations agreed upon by
the contracting parties, including being qualified by
confidential disclosures exchanged between the parties in
connection with execution of the agreements.

The information contained above in Item 1.01 is hereby
incorporated by reference into this Item 3.02.

***

This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. All statements other than
statements of historical facts contained in this Current Report
on Form 8-K are forward-looking statements, including statements
regarding: anticipated sales of shares of Common Stock to Lincoln
Park under the Purchase Agreement and the use of proceeds from
such sales. Words such as expect, anticipate, intend, plan,
believe, seek, estimate, think, may, could, will, would, should,
continue, potential, likely, opportunity and similar expressions
or variations of such words are intended to identify
forward-looking statements, but are not the exclusive means of
identifying forward-looking statements. These forward-looking
statements speak only as of the date of this Current Report on
Form 8-K and are subject to a number of risks, uncertainties and
assumptions, including: market conditions, the trading price of
the Common Stock and determinations by the Company as to the
appropriate sources of funding for the Company and its
operations, the Companys need and ability to raise additional
capital, risks associated with laws or regulatory requirements
applicable to the Company, product performance, potential
litigation, competition within the regenerative medicine field
and those risks described in the Companys periodic reports it
files with the SEC. The events and circumstances reflected in the
Companys forward-looking statements may not be achieved or occur
and actual results could differ materially from those projected
in the forward-looking statements. Given these risks,
uncertainties and assumptions, many of which are beyond the
Companys control, you should not place undue reliance on these
forward-looking statements. Except as required by applicable law,
the Company does not plan to publicly update or revise any
forward-looking statements contained herein, whether as a result
of any new information, future events, changed circumstances or
otherwise.

(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 up +0.05 at 1.93 with 1,548,773 shares trading hands.