SECURITIES AND EXCHANGE COMMISSION
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|Item 3.01.||Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer or Listing.|
On November 24, 2020, 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 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”). The Notice has no immediate effect on the Company’s Nasdaq listing or trading of the Company’s common stock.
The Company was unable to timely file the Form 10-Q due to the ongoing complex accounting analysis and evaluation of its Zero Coupon Convertible Senior Notes Due 2023 (the “New 2023 Notes”), which were issued on September 22, 2020 during the third quarter of 2020 (as previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on September 23, 2020). The Company is working diligently to resolve these complex issues and the appropriate accounting treatment of the New 2023 Notes in order to file the Delinquent Filing as quickly as possible.
The Company has 60 calendar days (January 25, 2021) to submit a plan to regain compliance under the Nasdaq’s listing rules with respect to the failure to satisfy the Filing Requirement. If the plan is accepted by Nasdaq, we may be granted an exception of up to 180 calendar days, or until May 24, 2021, in which to regain compliance.
Also, as previously disclosed, the Company was 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.
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.
|Date: December 1, 2020||By||/s/ Philip K. Yachmetz|
|Name:||Philip K. Yachmetz|
|Title:||Chief Legal Officer & Secretary|