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 30, 2015
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)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 30, 2015, Teligent, Inc., a Delaware corporation (the “ Company ”) entered into a First Amendment (“ Amendment ”) to the Asset Purchase Agreement dated as of September 24, 2014 (the “ Purchase Agreement ”) with AstraZeneca Pharmaceuticals LP, a Delaware corporation (“ AstraZeneca ”). As previously disclosed in the Company’s Current Report on Form 8-K filed on September 24, 2014, under the Purchase Agreement, the Company acquired all rights, titles and interests of AstraZeneca and its affiliates in Abbreviated New Drug Applications and New Drug Applications associated with eighteen products (collectively the “ Purchased Regulatory Approvals ” ) and certain documents relating thereto (together with the Purchased Regulatory Approvals, the “ Purchased Assets ”). Pursuant to the Amendment, the Company and AstraZeneca have agreed to extend the date prior to which the Company may elect to satisfy in full its royalty obligations from December 1, 2015 to June 30, 2016.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description |
| 10.1 | First Amendment to Asset Purchase Agreement, by and between Teligent, Inc. and AstraZeneca Pharmaceuticals, LP, dated as of November 30, 2015. |
SIGNATURE
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.
| TELIGENT, INC. | ||
| Date: December 4, 2015 | By: /s/ Jenniffer Collins | |
| Name: | Jenniffer Collins | |
| Title: | Chief Financial Officer | |
Exhibit 10.1
FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
This First Amendment (the “ Amendment ”) to the Asset Purchase Agreement (“ Agreement ”) is made and entered into on November 30, 2015, and shall be effective as of September 24, 2014, by and between
| (1) | AstraZeneca Pharmaceuticals LP, a Delaware limited partnership with offices at 1800 Concord Pike, Wilmington, Delaware 19803 (“ Seller ”); and |
| (2) | IGI Laboratories, Inc.(now Teligent, Inc.), a Delaware Corporation, (“ Buyer ”). |
Recitals
WHEREAS, the parties desire to amend, modify and restate certain terms and conditions of the Agreement.
Agreement
NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
| 1 | Definitions |
Any capitalized term not separately defined in this Amendment shall have the meaning ascribed to it in the Agreement.
| 2 | Modifications |
Section 2.3.3(c) of the Agreement shall be amended to read as follows:
(c) Notwithstanding anything contained herein to the contrary, Buyer may at any time prior to June 30, 2016 elect to satisfy in full its royalty obligations hereunder by providing Seller written notice of such election and paying to Seller a single payment in an amount equal to $3,000,000 (the “ Buy-Out Payment ”). Buyer’s payment to Seller of the Buy-Out Payment shall be in lieu of and in full and final satisfaction of any and all Royalty Payments hereunder.
| 3 | Counterparts |
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall together be deemed to constitute one agreement. The parties agree that execution of this Amendment by exchanging facsimile or PDF signatures shall have the same legal force and effect as the exchange of original signatures.
| 4 | Entire Agreement |
This Amendment, together with the Agreement, constitutes the entire agreement between the parties with respect to the subject matter of the Agreement. The Agreement together with this Amendment supersedes all prior agreements, whether written or oral, with respect to the subject matter of the Agreement, as amended. All Attachments referred to in this Amendment are intended to be and are hereby specifically incorporated into and made a part of the Agreement. The parties hereby agree that subject to the modifications specifically stated in this Amendment, all terms and conditions of the Agreement, as amended, shall remain in full force and effect.
Each party is signing this Amendment on the date stated opposite that party's signature.
| IGI Laboratories, Inc.(Now Teligent, Inc.) | AstraZeneca Pharmaceuticals LP | |||
| By: | /s/ Jenniffer Collins | By: | /s/ Paul Hudson | |
| Name: | Jenniffer Collins | Name: | Paul Hudson | |
| Title: | CFO | Title: | EVP north america | |
| Date: | November 30, 2015 | Date: | November 30, 2015 | |
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