8-K

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): November 13, 2018

TELIGENT, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-08568	01-0355758
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

105 Lincoln Avenue

Buena, New Jersey 08310 

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (856) 697-1441

 (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))

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.  ¨

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer or Listing.

On November 13, 2018, Teligent, Inc. (the "Company") received a notification letter from The Nasdaq Stock Market ("Nasdaq") advising that, because the Company did not timely file its Quarterly Report on Form 10-Q for the period ended September 30, 2018 (the “Form 10-Q”), the Company is not in compliance with Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the Securities and Exchange Commission. The Nasdaq notice has no effect on the listing of the Company’s common stock at this time.

The Company has 60 calendar days to submit a plan to Nasdaq to regain compliance. The Company intends to submit such a plan and to file the Form 10-Q as soon as possible. If such plan is accepted, the Company will have 180 calendar days, or until May 8, 2019, to regain compliance. 

On November 16, 2018, the Company has issued a press release in connection with the receipt of the notification letter from Nasdaq, a copy of which is filed as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are filed with this Report:

Exhibit No.	Description
99.1	Press release of Teligent, Inc., dated November 16, 2018.

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 thereunto duly authorized.

	TELIGENT, INC.
	By:	/s/ Damian Finio
	Name:	Damian Finio
	Title:	Chief Financial Officer
Date: November 16, 2018

EX-99.1

Exhibit 99.1

News From

Buena, NJ 08310

 

Release Date: November 16^th, 2018

TELIGENT, INC. RECEIVES NOTIFICATION OF DEFICICIENCY FROM
NASDAQ RELATED TO THE DELAYED FILING OF FORM 10-Q

BUENA, NJ – (PRNewswire) – Teligent, Inc. (NASDAQ: TLGT), on November 13, 2018 received a standard notice from NASDAQ stating that, as a result of not having timely filed its quarterly report on Form 10-Q for the quarterly period ended September 30, 2018, Teligent is not in compliance with NASDAQ Listing Rule 5250(c)(1), which requires timely filing of periodic financial reports with the Securities and Exchange Commission. As previously disclosed, additional time to file the Form 10-Q was required primarily due to the company’s transition to its newly engaged audit firm, as well as the need to amend its second quarter results. The company intends to file its Quarterly Reports with the SEC as soon as possible and continues to work diligently to finalize its financial statements.

Under the NASDAQ Listing Rules, the Company has until January 14, 2019, to either file the Form 10-Q or submit a plan to NASDAQ in order to regain compliance with NASDAQ's Listing Rules. The Company intends to take all necessary steps to achieve compliance with NASDAQ’s continued listing requirements. The NASDAQ notice has no immediate effect on the listing or trading of Teligent’s common stock on the NASDAQ Stock Market.

About Teligent, Inc.

Teligent is a specialty generic pharmaceutical company. Our mission is to be a leading player in the specialty generic prescription drug market. Learn more on our website www.teligent.com.

Contact:

Damian Finio
Teligent, Inc.
856-336-9117
www.teligent.com

Forward-Looking Statements

This press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions, and other statements contained in this press release that are not historical facts and statements identified by words such as “plan,” “believe,” “continue,” “should” or words of similar meaning. Factors that could cause actual results to differ materially from these expectations include, but are not limited to: our inability to meet current or future regulatory requirements in connection with existing or future ANDAs; our inability to achieve profitability; our failure to obtain FDA approvals as anticipated; our inability to execute and implement our business plan and strategy; the potential lack of market acceptance of our products; our inability to protect our intellectual property rights; changes in global political, economic, business, competitive, market and regulatory factors; and our inability to complete successfully future product acquisitions. These statements are based on our current beliefs or expectations and are inherently subject to various risks and uncertainties, including those set forth under the caption “Risk Factors” in Teligent, Inc.’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other periodic reports we file with the Securities and Exchange Commission. Teligent, Inc. does not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise, except as required by law.