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):December 6, 2016
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)) |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
Elimination of Series B Convertible Preferred Stock
On December 6, 2016, xG Technology, Inc., a Delaware corporation (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware, in order to eliminate from the Amended and Restated Certificate of Incorporation (the “Charter”) all matters set forth in the Charter related to the Certificate of Designations in respect to the Company’s previously issued Series B Convertible Preferred Stock, none of the shares of which remain outstanding or will be issued in the future.This elimination returned such shares of preferred stock to authorized but undesignated shares of the Company’s preferred stock. A copy of the Certificate of Elimination for the Series B Convertible Preferred Stock is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | | Description |
| Exhibit 3.1 | | Certificate of Elimination for Series B Convertible Preferred Stock |
| | | |
| | | |
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: December 6, 2016 | | xG TECHNOLOGY, INC. |
| | | |
| | By: | /s/ Roger Branton |
| | | Name: | Roger Branton |
| | | Title: | Chief Financial Officer |
