Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year



At a Special Meeting of Stockholders held on January 24, 2020 (the "Special Meeting"), the stockholders of Teligent, Inc. (the "Company") authorized the board of directors of the Company (the "Board") to amend the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to effect a reverse stock split of the outstanding shares of the Company's common stock, par value $0.01 per share (the "Common Stock") at a reverse stock split ratio ranging from any whole number between one-for-five to one-for-ten, as determined by the Board in its sole discretion (the "Reverse Stock Split"). On March 2, 2020, the Board determined to set the Reverse Stock Split ratio at one-for-ten and approved the form of the Certificate of Amendment to the Certificate of Incorporation to effectuate the Reverse Stock Split (the "Certificate of Amendment"). The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on May 27, 2020 and the Reverse Stock Split is effective in accordance with the terms of the Certificate of Amendment at 12:01 a.m. Eastern Time on May 28, 2020 (the "Effective Time").

At the Effective Time, every ten (10) shares of Common Stock issued and outstanding will be automatically combined into one (1) share of issued and outstanding Common Stock, without any change in the par value per share.

Fractional shares will not be issued as a result of the Reverse Stock Split. Instead, any fractional shares of Common Stock that would have otherwise resulted from the Reverse Stock Split will be rounded up to the nearest whole share.

American Stock Transfer and Trust Company, LLC is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record who hold stock certificates regarding how to exchange existing stock certificates for new book-entry statements reflecting the post-Reverse Stock Split shares of Common Stock. Stockholders who hold their shares in brokerage accounts or "street name" are not required to take any action and will see the impact of the Reverse Stock Split automatically reflected in their accounts.

The Common Stock is expected to begin trading on The Nasdaq Capital Market ("Nasdaq") on an adjusted basis on May 28, 2020. There will be no change in the Company's Nasdaq ticker symbol, "TLGT". In connection with the Reverse Stock Split, the CUSIP number for the Common Stock has been changed to 87960W 203.

The information set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment that effectuated the Reverse Stock Split, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On May 26, 2020, the Company issued a press release announcing the Reverse Stock Split and the Reverse Stock Split ratio at one-for-ten. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference to any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.






 (d) Exhibits.




Exhibit No    Exhibit Description
   3.1          Certificate of Amendment to Amended and Restated Certificate of
              Incorporation of Teligent, Inc.
   99.1         Press Release issued May 26, 2020, furnished herewith

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