TELIGENT, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-10-15: Form 8-K; Period of report 2021-10-07; Description 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; Details 1.01.
- 2021-09-27: Form 8-K; Period of report 2021-09-21; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2021-09-24: Form 8-K; Period of report 2021-09-20; Description 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 3.03.
- 2021-07-22: Form 8-K; Period of report 2021-07-21; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-10-15 | 8-K | 2021-10-07 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 The information regarding the DIP Credit Agreement (as defined below) set forth in Item 1.03 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference. 1.03 On October 14, 2021, Teligent, Inc. (the “Company”) and certain of its affiliates (collectively, the “Debtors”) filed a voluntary petition (the “Chapter 11 case”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under Chapter 11 of the United States Code (the “Bankruptcy Code”) in order to pursue a sale process that is intended to maximize the value of the Company. 2.03 The information regarding the DIP Credit Agreement (as defined above) set forth in Item 1.03 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference. 2.04 The filing of the Chapter 11 case constitutes an event of default that accelerated the Company’ obligations under the Indenture, dated as of September 22, 2020 (the “Indenture”), by and among, the Company and Wilmington Savings Fund Society, FSB, as trustee, relating to the Company’s Zero Coupon Convertible Senior Notes due 2023 (the “Series D Notes”). 3.01 On April 9, 2021, the Company received notification from The Nasdaq Stock Market (“Nasdaq”) stating that the Company did not comply with the minimum $1.00 bid price requirement for continued listing set forth in Listing Rule 5450(a)(1) (the “Listing Rule”). 5.02 On October 8, 2021, Timothy B. Sawyer, Chief Executive Officer, and Philip K. Yachmetz, Executive Vice President, Chief Legal Officer and Corporate Secretary, resigned from their positions with the Company effective immediately. 7.01 A copy of the press release dated October 14, 2021 issued by the Company is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01. | tm2129875d1_8k.htm |
| 2021-09-27 | 8-K | 2021-09-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 21, 2021, Ernest R. De Paolantonio, the Chief Financial Officer of Teligent, Inc. (the “Company”), notified the Company of his intent to resign. | tm2128470d1_8k.htm |
| 2021-09-24 | 8-K | 2021-09-20 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.03 The disclosure set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.03 On September 20, 2021, the Board of Directors (the “Board”) of Teligent, Inc. (the “Company”) approved Amended and Restated Bylaws, which became effective immediately. | tm2128366d1_8k.htm |
| 2021-07-22 | 8-K | 2021-07-21 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a) On July 21, 2021, Teligent, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). | tm2123017d1_8k.htm |
| 2021-05-07 | 8-K/A | 2021-05-03 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 As previously reported in the Initial Form 8-K, Deloitte declined to stand for re-appointment as the Company’s independent auditor. | tm2115431d1_8ka.htm |
| 2021-05-04 | 8-K | 2021-05-03 | 2.02 Results of Operations and Financial Condition | 2.02 On May 3, 2021, Teligent, Inc. (the “Company”) issued a press release announcing the Company’s financial report for the year ended December 31, 2020 and certain other information. | tm2114995d1_8k.htm |
| 2021-04-22 | 8-K | 2021-04-16 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On April 16, 2021 Teligent, Inc. (the “Company”) received a notice (the “Notice”) from The Nasdaq Stock Market (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Filing Requirement”) as a result of the Company not having timely filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (“Form 10-K”) with the Securities and Exchange Commission (the “SEC”). | tm2113576d1_8k.htm |
| 2021-04-15 | 8-K | 2021-04-09 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On April 9, 2021, 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”). | tm2112973-2_8k.htm |
| 2021-04-15 | 8-K | 2021-04-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 15, 2021, Teligent, Inc. (the “Company”) announced the appointment of Ernest R. De Paolantonio as Chief Financial Officer of the Company, to be effective immediately. | tm2112973d1_8k.htm |
| 2021-04-01 | 8-K | 2021-03-31 | 8.01 Other Events | 8.01 On March 31, 2021, Teligent, Inc. (the “Company”) completed its previously announced at-the-market equity offering program (the “ATM Program”). | tm2111591d1_8k.htm |
| 2021-03-02 | 8-K | 2021-02-24 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On February 24, 2021, the Audit Committee of the Board of Directors of Teligent, Inc. (“Teligent” or the “Company”) appointed Grassi & Co. CPAs, P.C. (“Grassi & Co.”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, subject to approval by the Company’s stockholders at the 2021 annual meeting of stockholders. | tm218443d1_8k.htm |
| 2021-02-23 | 8-K | 2021-02-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On February 22, 2021, Carter Pate was appointed to the board of directors (the “Board”) of Teligent, Inc. (the “Company”). | tm217537d1_8k.htm |
| 2021-02-23 | 8-K | 2021-02-19 | 8.01 Other Events | 8.01 On December 4, 2020 that Teligent, Inc. (the “Company”) received notice from The Nasdaq Stock Market (“Nasdaq”) stating that the Company was not in compliance with the minimum $1.00 bid price requirement for continued listing set forth in Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”). | tm217537d2_8k.htm |
| 2021-02-16 | 8-K | 2021-02-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On February 15, 2021, William S. Marth was appointed to the board of directors (the “Board”) of Teligent, Inc. (the “Company”). | tm216667d3_8k.htm |
| 2021-02-16 | 8-K | 2021-02-16 | 8.01 Other Events | 8.01 On February 16, 2021, Teligent, Inc. (the “Company”) filed supplement no. | tm216667d2_8k.htm |
| 2021-01-28 | 8-K | 2021-01-25 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 On January 27, 2021, Teligent, Inc. (the “Company”) completed a recapitalization and equitization transaction pursuant to an Exchange Agreement, dated January 27, 2021, among the Company, the Series C Noteholders (as defined below) and Ares (as defined below) (the “Exchange Agreement”). 1.02 In connection with the issuance of the shares of Common Stock in connection with the Series C Equitization described in Item 1.01 above, on January 27, 2021, the Company cancelled the remaining outstanding Series C Notes. 2.02 Based on management estimates and the assumptions described herein, as of the date of this Current Report on Form 8-K and as disclosed in the Prospectus Supplement, and after taking into account further review and analysis following the initial announcement on December 31, 2020 of the Company’s outlook for the three months ended December 31, 2020, the Company expects to report the following financial results for the three months ended December 31, 2020: (i) revenue of $11.0 to $12.5 million, (ii) an operating loss in the range of $8.0 to $9.5 million, (iii) negative EBITDA in the range of $5.7 million to $6.4 million and (iv) negative Adjusted EBITDA in the range of $6.9 million to $7.3 million. 3.02 The information set forth under Item 1.01 of this Current Report on Form 8-K under the heading “Debt Exchange” relating to the issuance of shares of Common Stock to the Series C Noteholders issued in connection with the Series C Equitization and the issuance of shares of Series D Preferred Stock to Ares, and the information set forth under Item 1.01 of this Current Report on Form 8-K under the heading “ATM Offering” relating to the issuance of the Fee Shares, are incorporated herein by reference. 3.03 The Company’s Amended and Restated Certificate of Incorporation, as amended, authorizes 1,000,000 shares of preferred stock, par value $0.01 per share, issuable from time to time in one or more series. 5.03 The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference. 8.01 On January 28, 2021, the Company issued a press release announcing the Debt Exchange Transactions, the ATM Offering, the First Lien Amendment and the Second Lien Amendment. | tm214009d1_8k.htm |
| 2021-01-22 | 8-K | 2021-01-22 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On January 15, 2021, Deloitte & Touche LLP (“Deloitte”), the independent registered public accounting firm of Teligent, Inc. (“Teligent” or the “Company”) for the fiscal year ended December 31, 2020, notified the Company of its decision not to stand for re-appointment as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. | tm213815d2_8k.htm |
| 2021-01-22 | 8-K | 2021-01-22 | 8.01 Other Events | 8.01 On November 24, 2020, Teligent, Inc. (the “Company”) received notice from The Nasdaq Stock Market (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) 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”). | tm213815-1_8k.htm |