8-K 1 v420511_8k.htm FORM 8-K

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): September 18, 2015

 

xG Technology, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 333-187094 20-585-6795
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

240 S. Pineapple Avenue, Suite 701, Sarasota, FL  34236
(Address of principal executive offices)  (Zip Code)

 

Registrant's telephone number, including area code: (941) 953-9035

 

n/a

(Former name or former address, if changed since last report)

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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 7.01. Regulation FD Disclosure. 

 

On September 12, 2015, we received an executed purchase order from an agency of the U.S. government for approximately $200,000. Additional details of the order cannot be disclosed at this time, but we anticipate that we can announce them in approximately the next thirty (30) days. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.  The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Cautionary Note About Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to xG Technology, Inc. (“xG”) operations, objectives, expectations and/or strategies. Forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from currently anticipated results, including the potential impact of any political or governmental risks, budgetary risks, and other risks beyond xG’s control. Information on these and additional risks affecting xG’s business and operating results are contained in its filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2014, and other filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof and xG disclaims any obligation to update these statements except as may be required by law.

 

 

 

 

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: September 18, 2015 xG TECHNOLOGY, INC.  
       
       
  By: /s/ Roger Branton  
    Name: Roger Branton  
    Title: Chief Financial Officer