xG Technology, Inc. Announces Pricing of Public Offering, 2.550M Shares At $1.00 For Class A; 2.450 At $0.99 For Class B

xG Technology, Inc. ("xG" or the "Company")

XGTIW), a developer of patented wireless communications and spectrum sharing technologies, announced today the pricing of a public offering of (i) 2,550,000 Class A Units, at a price of $1.00 per Class A Unit, each of which consists of one share of its common stock and 0.5 of a Series A Warrant to purchase one share of its common stock at an exercise price of $1.00 per warrant, (ii) 2,450,000 Class B Units, at a price of $0.99 per Class B Unit, each of which consists of one pre-funded Series B Warrant to purchase one share of its common stock and 0.5 of a Series A Warrant, (iii) 2,550,000 Series C Warrants, at a price of $0.01 per Series C Warrant, which is deemed to be included in the $1.00 price per Class A Unit, each to purchase one additional Class A Unit at an exercise price of $1.00, and (iv) 4,950,000 Series D Warrants, at a price of $0.01 per Series D Warrant, which is deemed to be included in the $0.99 price per Class B Unit, each to purchase one additional Class B Unit at an exercise price of $0.99. The Company expects to receive approximately $5,000,000 in gross proceeds, before underwriting discounts and commissions and offering expenses payable by the Company. xG intends to use the net proceeds from this offering for general corporate purposes, including working capital, product development, partial reduction of liabilities, marketing activities, expanding its internal sales organization and further developing sales channels, funding the set-up of contract manufacturing production lines and other capital expenditures. The offering is expected to close on August 19, 2015, subject to customary closing conditions. Roth Capital Partners is acting as Sole Book-Running Manager. Roth Capital Partners, LLC is acting as underwriter for the offering. The securities are being offered by xG pursuant to a registration statement on Form S-1 (File No. 333-203853) filed with the Securities and Exchange Commission (the "SEC"), which was declared effective by the SEC on August 13, 2015. A final prospectus relating to the offering has been filed with the SEC and is available on the SEC's website located at www.sec.gov. Electronic copies of the final prospectus also may be obtained from Roth Capital Partners, LLC, Equity Capital Markets, 888 San Clemente Drive, Newport Beach, CA 92660, at (800) 678-9147. 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.