TELIGENT Item 1.01 Entry into a Material Definitive Agreement
On
The New 2023 Notes were issued pursuant to an indenture (the "Indenture"), dated
as of
The Exchange Agreements contain customary representations, warranties and covenants by and from the Company and the Exchanging Noteholders.
The New 2023 Notes will not bear interest and will mature on
Holders of the New 2023 Notes (the "Noteholders") are entitled to convert
principal and accrued, unpaid interest on the New 2023 Notes into, at the
Company's election, cash, shares of the Company's common stock, par value
The Indenture provides for customary events of default. In the case of certain events of default, either the Trustee or Noteholders holding no less than 25% of the aggregate principal amount outstanding under the New 2023 Notes may declare all of the outstanding principal amount of the New 2023 Notes and accrued and unpaid interest, if any, to be immediately due and payable. Upon certain events of bankruptcy, insolvency, or reorganization of the Company or certain of its subsidiaries, the outstanding principal amount of the New 2023 Notes and accrued and unpaid interest, if any, will become automatically and immediately due and payable.
The foregoing descriptions of the Exchange Agreements, the Indenture and the New 2023 Notes do not purport to be complete and each is qualified in its entirety by reference to the Form of Series A Exchange Agreement, the Form of Series B Exchange Agreement, the Indenture, and the Form of New 2023 Note, which are filed as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement
In connection with the issuance of the New 2023 Notes described in Item 1.01
above, on
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sale of
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The Company effected the exchange of New 2023 Notes in reliance upon the
exemption from registration provided by Section 4(a)(2) of the Securities Act of
1933, as amended (the "Securities Act"). Neither the New 2023 Notes nor the
shares of Common Stock issuable upon conversion of the New 2023 Notes have been
registered under the Securities Act or may be offered or sold in
Item 8.01 Other Events
On
Cautionary Note Concerning Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" that are
intended to qualify for the safe harbors from liability provided by Section 27A
of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical facts are statements
that could be deemed forward-looking. These statements are based on current
expectations, estimates, forecasts and projections about the Company's business
and the industry in which the Company operates and the beliefs and assumptions
of the Company's management. Forward-looking statements can be identified by the
use of words such as "will," "may," "could," "should," "would," "believe,"
"depends," "expect," "goal," "anticipate," "forecast," "project," "future,"
"intend," "plan," "estimate," "target," "indicate," "outlook," and similar
expressions of future intent or the negative of such terms. Forward-looking
statements include those statements that relate to the issuance of the New 2023
Notes. Because forward-looking statements involve risks and uncertainties, there
are many factors that could cause the Company's actual results, performance or
achievements to differ materially from those expressed or implied by the
Company's forward-looking statements. This note contains important cautionary
statements of the known factors that the Company considers could materially
affect the accuracy of the Company's forward-looking statements and adversely
affect the Company's business, results of operations and financial position.
Additionally, many of these risks and uncertainties are currently amplified by
and will continue to be amplified by, or in the future may be amplified by, the
COVID-19 outbreak and the effects thereof on the Company's future performance
and results of operations. It is not possible to predict or identify all such
risks. There may be additional risks that the Company considers immaterial or
which are unknown. Factors that could cause actual results to differ materially
from these expectations include, but are not limited to: the Company's in
ability to meet its debt service obligations or comply with covenants in its
financing documents; the Company's inability to meet current or future
regulatory requirements in connection with existing or future ANDAs; the
Company's inability to achieve profitability; the Company's failure to obtain
FDA approvals as anticipated; the Company's inability to execute and implement
the Company's business plan and strategy; the potential lack of market
acceptance of the Company's products; the Company's inability to protect the
Company's intellectual property rights; changes in global political, economic,
business, competitive, market and regulatory factors; and the Company's
inability to successfully complete future product acquisitions. These statements
are based on the Company's current beliefs or expectations and are inherently
subject to various risks and uncertainties, including those set forth under the
caption "Risk Factors" in the Company's most recent Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and other periodic reports the Company files with
the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Description
4.1 Indenture, dated as of September 22, 2020 , by and between the Company
and Wilmington Savings Fund Society , FSB, as Trustee
4.2 Form of Note (included in Exhibit 4.1)
10.1 Form of Series A Exchange Agreement, dated as of September 22, 2020 ,
between the Company and the exchanging holders of Series A Convertible
Notes party thereto
10.2 Form of Series B Exchange Agreement, dated as of September 22, 2020 ,
between the Company and the exchanging holder of Series B Convertible
Notes party thereto
99.1 Press release, dated September 23, 2020 © Edgar Online, source
