Current Report Filing (8-k)
February 16 2021 - 7:28AM
Edgar (US Regulatory)
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0000352998
2021-02-16
2021-02-16
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xbrli:shares
iso4217:USD
xbrli:shares
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):
February 16, 2021
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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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. ¨
On February 16, 2021, Teligent, Inc.
(the “Company”) filed supplement no. 1 (“Supplement No. 1”) to the prospectus supplement dated January 28,
2021 (the “Prospectus Supplement”) relating to its previously disclosed At Market Issuance Sales Agreement (the “Sales
Agreement”), dated as of January 27, 2021, by and among the Company and B. Riley Securities, Inc., as agent (“B. Riley
Securities”), to increase, pursuant to the terms of the Sales Agreement, from $22,619,204 to $50,000,000, the aggregate amount
of shares of the Company’s common stock, par value $0.01 per share (the “Shares”), that may be sold through or
to B. Riley Securities under the Sales Agreement.
As previously reported, under the Sales
Agreement, the Company may sell Shares from time to time through or to B. Riley Securities pursuant to a shelf registration statement
on Form S-3 and the related prospectus (File No. 333-224188) that became effective on May 18, 2018, supplemented by the
Prospectus Supplement. In accordance with the terms of the Sales Agreement, sales of Shares under the Prospectus Supplement and
the accompanying base prospectus may be made by any method deemed to be an “at the
market offering” as defined in Rule 415 of the Securities Act.
The Company filed Supplement No. 1 in order
to increase the aggregate size of the offering to $50,000,000, as a result of an increase in the Company’s public float since
the date of the Prospectus Supplement. Prior to the start of trading on February 16, 2021, $18,533,157 of Shares had been sold
under the Prospectus Supplement (including sales pending ordinary settlement under the Sales Agreement), and, following the filing
of Supplement No. 1, an aggregate of up to $31,466,843 of additional Shares may be sold.
A copy of the opinion
of K&L Gates LLP relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.
This Current Report on Form 8-K shall not constitute an offer
to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in
any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such state or country.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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.
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TELIGENT, INC.
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Date: February 16, 2021
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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 and Corporate Secretary
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