Current Report Filing (8-k)
December 10 2020 - 4:16PM
Edgar (US Regulatory)
0000352998
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0000352998
2020-12-04
2020-12-04
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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 4, 2020
TELIGENT, INC.
(Exact Name of Registrant as Specified in
its Charter)
Delaware
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001-08568
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01-0355758
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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105 Lincoln Avenue
Buena, New Jersey 08310
(Address of Principal Executive Offices)(Zip
Code)
Registrant’s telephone number, including
area code: (856) 697-1441
Not applicable
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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TLGT
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The NASDAQ Stock Market
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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. ¨
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer or Listing.
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On December 4, 2020,
Teligent, Inc. (the “Company”) received a notice (the “Notice”) from The Nasdaq Stock Market (“Nasdaq”)
informing the Company that for the last 30 consecutive business days, the bid price of the Company’s securities had closed
below $1.00 per share, which is the minimum required closing bid price for continued listing on Nasdaq pursuant to Listing Rule
5450(a)(1) (the “Bid Price Requirement”).
The Notice has no immediate
effect on the Company’s Nasdaq listing or trading of the Company’s common stock. The Company has 180 calendar days,
or until June 2, 2021, to regain compliance. To regain compliance, the closing bid price of the Company’s securities
must be at least $1.00 per share for a minimum of ten consecutive business days. If the Company does not regain compliance by
June 2, 2021, the Company may be eligible for additional time to regain compliance or if the Company is otherwise not eligible,
the Company may request a hearing before a Hearings Panel.
As previously disclosed,
the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Filing Requirement”) as a result of
the Company not having timely filed its Quarterly Report on Form 10-Q for the three months ended September 30, 2020 (“Form
10-Q”) with the Securities and Exchange Commission (the “SEC”). With respect to the Filing Requirement, the Company
has until January 25, 2021 to submit a plan to Nasdaq to regain compliance under the Nasdaq’s listing rules.
Also, as previously
disclosed, the Company is not in compliance with Nasdaq Listing Rule 5450(b)(3)(C) because the Company failed to maintain a minimum
market value of publicly held shares of $15 million for 30 consecutive days (the “MVPHS Requirement”). If the Company
also does not regain compliance by January 25, 2021 with respect to the MVPHS Requirement, then Nasdaq will notify the Company
that the Company’s common stock will be delisted from the Nasdaq Global Market, unless the Company requests a hearing before
a Nasdaq Hearings Panel.
SIGNATURE
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.
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TELIGENT, INC.
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Date: December 10, 2020
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By:
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/s/ Philip K. Yachmetz
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Name:
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Philip K. Yachmetz
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Title:
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Chief Legal Officer & Secretary
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