DEFA14A 1 defa14a.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(RULE 14a-101)

 

SCHEDULE 14A INFORMATION

 

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

Filed by the Registrant [X]

Filed by a Party other than the Registrant [  ]

 

Check the appropriate box:

 

[  ] Preliminary Proxy Statement
   
[  ] Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
   
[  ] Definitive Proxy Statement
   
[X] Definitive Additional Materials
   
[  ] Soliciting Material under §240.14a-12

 

XG TECHNOLOGY, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

[X] No fee required
   
[  ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
   
  (1) Title of each class of securities to which transaction applies:
     
  (2) Aggregate number of securities to which transaction applies:
     
  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
     
  (4) Proposed maximum aggregate value of transaction:
     
  (5) Total fee paid:
     
[  ] Fee paid previously with preliminary materials.
   
[  ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or Schedule and the date of its filing.

 

  (1) Amount Previously Paid:
     
  (2) Form, Schedule or Registration Statement No.:
     
  (3) Filing Party:
     
  (4) Date Filed:

 

 

 

   

 

 

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): January 29, 2019

 

xG Technology, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-35988   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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging Growth Company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

   

 

 

Item 8.01 Other Events

 

xG Technology, Inc. (the “Company”) has determined to cancel the Special Meeting of Stockholders previously scheduled on January 29, 2019 (the “Special Meeting”) and to delay the consideration of the matters proposed until the Company’s 2019 Annual Meeting of Stockholders. The Company scheduled the Special Meeting to consider a proposal (the “Proposal”) to approve in accordance with certain Nasdaq Capital Market (“NASDAQ”) Listing Rules, the issuance of more than 19.99% of the Company’s outstanding shares of common stock with respect to various securities issued in connection with a private placement completed by the Company on May 29, 2018, and a private placement completed by the Company on December 3, 2018.

 

While the Company intends to seek the approval of the Proposal in order to comply with certain NASDAQ Listing Rules, the Board has now determined that it is in the best interests of the stockholders to cancel the Special Meeting. To the extent necessary, the Company will seek stockholder approval of the Proposal at its 2019 Annual Meeting of Stockholders.

 

   

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: January 29, 2019 xG TECHNOLOGY, INC.
     
  By: /s/ Roger Branton
  Name: Roger Branton
  Title: Chief Executive Officer