xG Technology, Inc. Announces Initial Public Offering of Common Stock and Warrants, and Listing on NASDAQ

SARASOTA, Fla., July 18, 2013 /PRNewswire/ -- xG Technology, Inc. (Nasdaq: XGTI; XGTIW), a developer of a portfolio of wireless communications technologies, including cognitive radio networks, today announced the pricing of its initial public offering of 1,337,792 shares of common stock, and warrants to purchase up to an aggregate of 668,896 shares of common stock, at an initial public offering price of $5.50 per share and $0.01 per warrant. The warrants have a per share exercise price of $6.87, are exercisable immediately, and expire 5 years from the date of issuance. The shares and warrants will begin trading on The NASDAQ Capital Market July 19, 2013 under the symbols "XGTI" and "XGTIW," respectively.

The gross proceeds to xG from the initial public offering are expected to be $7,357,856 before underwriting discounts and commissions and other offering expenses. All of the shares and warrants in the offering are being sold by the Company.  

The Company intends to use the net proceeds received from the offering for general corporate purposes, including working capital, product development and fulfillment, marketing activities, expansion of internal sales organization, further development of sales channels, funding the set-up of contract manufacturing production lines, and other capital expenditures.

The Company has granted the representative of the underwriters a 45-day option to purchase up to 200,668 additional common shares from xG and/or 100,334 additional warrants to cover over-allotments, if any. The offering is expected to close on July 24, 2013, subject to customary closing conditions.

Feltl & Company and Aegis Capital Corp. are acting as joint book-running managers for the offering.

A registration statement on Form S-1 relating to the shares and warrants was filed with the Securities and Exchange Commission and is effective.  A preliminary prospectus relating to the offering has been filed with the SEC and is available on the SEC's web site at http://www.sec.gov.  Copies of the final prospectus relating to the offering, when available, may be obtained from the offices of Aegis Capital Corp., Prospectus Department, 810 Seventh Avenue, 18th Floor, New York, NY, 10019, telephone: 212-813-1010 or email:
prospectus@aegiscap.com, or from the above-mentioned SEC website.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities 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 jurisdiction.

ABOUT xG TECHNOLOGY

xG Technology is a leading developer of innovative and disruptive communications technologies for wireless networks. Its patented intellectual property portfolio covers a broad range of applications, including smart wireless networks that can help address the global wireless spectrum crisis through advanced technology. xG is commercializing some of these technologies to create xMax, the world's first carrier-class cognitive (i.e. smart) radio network. The Company's technology provides ways to significantly increase the efficient use of spectrum, allowing network operators to offload existing voice or data traffic, reduce dropped calls, and enhance network capacity for their customers. xMax's standards-based IP architecture minimizes network deployment, management and operational costs while simplifying the delivery of high quality fixed and mobile voice and data services. xMax can enhance and extend any wireless network, and provides an economical last mile solution for hard to reach customers and devices. Using field-proven technology, xMax enables the delivery of mobile broadband services to consumers, agencies and enterprises worldwide in both licensed and free unlicensed bands. Based in the USA, xG has over 60 US and more than 140 international patents and pending patent applications. xG's intellectual property is available for licensing in domestic and international markets. For more information, please visit www.xgtechnology.com.

Cautionary Statement Regarding Forward Looking Statements

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
Except for the historical information contained herein, the matters discussed are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements involve risks and uncertainties as set forth in the Company's filings with the Securities and Exchange Commission. These risks and uncertainties could cause actual results to differ materially from any forward-looking statements made herein.

For More Information:

David Worthington
Fusion PR (Media and Analyst Relations)
www.fusionpr.com
(212) 651-4200

James Woodyatt
xG Technology, Inc (Investor Relations)
www.xGtechnology.com
(954) 572-0395

SOURCE xG Technology, Inc.



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