xG Technology, Inc. (NASDAQ:XGTI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
xG Technology, Inc. (the “Company”) previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 30, 2018,that it completed a private placement of $4 million in principal amount of 6% Senior Secured Convertible Debentures (the “Debentures”) and warrants (the “Warrants”) to purchase 3,000,000 shares of the Company’s common stock, $0.00001 par value per share (the “Common Stock”) to institutional investors. The Debentures and Warrants were issued to a Securities Purchase Agreement, dated May 29, 2018, by and among the Company and the purchasers’ signatories thereto (the “Holders”).
On October 9, 2018, the Company agreed to modify with a majority of the Holders (the “Majority Holders”) amended and restated Debentures (the “Amended Debentures” or the “Amendments”). The Amendments principally provide for:
1. The ability to make Monthly Redemption Payments in Common Stock of the Company.
2. The issuance of 302,655 shares of Common Stock as compensatory shares;
3. A good-faith effort to modify the monthly redemption provisions before the next Monthly Redemption Date;
4. An amendment of the conversion price to $0.45; and
5. In the event that any of the Majority Holders convert its Amended Debenture, the Company shall be given dollar for dollar credit for any and all conversions effected in any month against any Monthly Redemption Amount (as defined in the Amended Debentures) and provided, further, that in the event that a Majority Holder’s conversions in any particular month exceed such Majority Holder’s individual Monthly Redemption Amount (as defined in the Amended Debentures), such overage shall carry over into the succeeding month to be credited against the Monthly Redemption Amount (as defined in the Debentures).
The foregoing descriptions of the terms of the Amended Debentures are qualified in their entirety by reference to the provisions of the Amended Debentures filed as Exhibit 4.1 to this Current Report on Form 8-K, which are incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information included in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 3.02.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
xG TECHNOLOGY, INC. ExhibitEX-4.1 2 tv504695_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…To view the full exhibit click here
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.
