Teligent, Inc.

105 Lincoln Avenue

Buena, NJ 08310

(856) 697-1441

December

September , 20192020

To the Stockholders of Teligent, Inc.:

You are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of Teligent, Inc. (the “Company”“Company”), to be held at 10:00 a.m. local timeEastern Time on January 24,October 22, 2020 atand any postponements or adjournments thereof (the “Special Meeting”). Due to the officespublic health impact of K&L Gates LLP, 599 Lexington Avenue, New York, New York 10022.the coronavirus outbreak (“COVID-19”) and to support the health and well-being of our stockholders, this special meeting will be held in a virtual meeting format only. You will be able to attend the Special Meeting virtually and vote and submit questions for the Special Meeting by visiting www.virtualshareholdermeeting.com/TLGT2020SM.

Details regarding the Special Meeting, the business to be conducted at the Special Meeting, and information about the Company that you should consider when you vote your shares are described in the enclosed Notice of Special Meeting of Stockholders and proxy statement.

At

The purpose of the Special Meeting is to ask stockholders to approve removing a restriction on the number of shares a holder or group of holders of the Company’s 9.5% Series C Senior Secured Convertible Notes due 2023 (the “New 2023 Notes”) may own at any one time. Nasdaq Marketplace Rule 5635(b) requires that any issuance of shares that would result in a change of control of a Nasdaq-listed company be approved by the company’s stockholders (the “Nasdaq Change of Control Rule”). The Nasdaq Change of Control Rule does not specifically define when a change in control may be deemed to occur, however, Nasdaq suggests in its guidance that a change of control would occur, subject to certain limited exceptions, if after a transaction a person or entity will hold 20% or more of a company’s then outstanding capital stock, and that person would then hold the largest ownership position in the company. Because the Company was in immediate need of the liquidity from the sale of the New 2023 Notes, the Company and the Series C investors agreed to limit conversion of the New 2023 Notes so that no holder or group of related holders of the New 2023 Notes would own shares of the Company’s common stock exceeding the greater of (x) 19.99% of the number of shares of the Company’s common stock presently outstanding, and (y) that percentage of the number of shares of common stock outstanding as held by the then largest holder of shares of common stock (the “Ownership Restriction”).

In return, the Company agreed to seek stockholder approval to remove the Ownership Restriction as soon as practicable after the closing of the transaction and agreed that if it was not able to secure stockholder approval to remove the Ownership Restriction (thereby allowing full conversion of the New 2023 Notes) by October 31, 2020, the investors would have the option to increase the amount of interest payable on the New 2023 Notes substantially, from 9.5% to 18%. Accordingly, at the Special Meeting, we will ask stockholders to (i) consider and approve an amendment toeliminating the Company’s Amended and Restated Certificate of IncorporationOwnership Restriction (the “Amendment”) to effect a reverse stock split of the outstanding shares of the Company’s 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 of Directors (the “Board”) of the Company in its sole discretion (the “Reverse Stock Split Proposal”); (ii) consider and approve, as required by “Nasdaq Marketplace Rule 5635(d) and the Indenture governing the New 2023 Notes (as defined below), the issuance to any holder or group of related holders of 7.0% Cash / 8.0% PIK Series B Senior Unsecured Convertible Notes due 2023 (the “New 2023 Notes”) of shares of the Company’s common stock under the New 2023 Notes exceeding 19.99% of the number of shares of common stock outstanding, including upon the conversion of the New 2023 Notes and upon payment of PIK interest thereon (the “Nasdaq Change of Control Listing Rule Proposal”Proposal”);, and (iii)(ii) approve one or more adjournments toof the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting cast in favor of the Reverse Stock Split Proposal, the Nasdaq Change of Control Listing Rule Proposal to approve the proposal or to constitute a quorum.

The Board recommends the approval of the Reverse Stock Split Proposal, the Nasdaq Change of Control Listing Rule Proposal and adjournments of the Special Meeting for several reasons. First, if the Ownership Restriction is not removed, the holders of the New 2023 Notes can unilaterally elect to have the interest rate on the New 2023 Notes increase from 9.5% to 18% which would add to the Special Meeting. These items of business are more fully describedCompany’s already significant indebtedness. Second, it is in the proxy statementCompany’s and accompanying Noticeits stockholders’ interest to have the New 2023 Notes convertible into shares of Special Meetingthe Company’s common stock without restriction because conversion into common stock will reduce the Company’s significant amount of Stockholders.indebtedness and interest expense. In fact, the Company can force conversion of the New 2023 Notes into shares of common stock and thereby reduce its indebtedness if the Company’s per-share stock price exceeds the conversion price of the New 2023 Notes by 100% for a period of time after January 1, 2022 (subject to reduction to 75% and 50% beginning July 1, 2022 and January 1, 2023, respectively). Having that right to force conversion without restriction is in the best interest of the Company and its stockholders. Finally, if we are limited in our ability to issue shares upon conversion of the New 2023 Notes, we will have less flexibility in satisfying our obligations under the New 2023 Notes and the Indenture, and we might be required to pay cash upon the conversion of such New 2023 Notes.

We hope you will be able to attend the Special Meeting. Whether or not you plan to attend the Special Meeting, or not, it is important that you cast your vote either in person (virtually) or by proxy. You may submit your voting instructions over the Internet as well as by telephone or by mail. When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to submit your votevoting instructions by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.

If you have any questions or need assistance in voting your shares of our common stock, please contact our proxy solicitor, MacKenzie Partners, Inc., via telephone toll-free at (800) 322-2885 or (212) 929-5500 (call collect) or via email at proxy@mackenziepartners.com.

Thank you for your ongoing support and continued support ofinterest in Teligent, Inc. We look forward to seeing youyour participation at the Special Meeting.

Sincerely,
/s/ Timothy B. Sawyer
Jason Grenfell-Gardner Timothy B. Sawyer
President and Chief Executive Officer

Teligent, Inc.

105 Lincoln Avenue

Buena, NJ 08310

(856) 697-1441

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 24,OCTOBER 22, 2020

TIME:

Due to the public health impact of the coronavirus outbreak (“COVID-19”) and to support the health and well-being of our stockholders, this special meeting will be held in a virtual meeting format only on October 22, 2020 at 10:00 a.m. local timeEastern Time. You can virtually attend the live webcast of the special meeting at wwww.virtualshareholdermeeting.com/TLGT2020SM. For more information, see “Important Information About the Special Meeting and Voting – How Do I Vote?” below.

DATE: January 24, 2020

PLACE: K&L Gates LLP, 599 Lexington Avenue, New York, New York 10022The purposes of the special meeting are:

PURPOSES:

These items of business are more fully described in the proxy statement accompanying this Notice. The Board of Directors of Teligent, Inc. is not aware of any other business to come before the Special Meeting of Stockholders or of any adjournment or postponement thereof (the “Special Meeting”“Special Meeting”).

WHO MAY VOTE:

Access to the Audio Webcast of the Special Meeting. The live audio webcast of the Special Meeting will begin promptly at 10:00 a.m. Eastern Time. Online access to the audio webcast will open 15 minutes prior to the start of the Special Meeting to allow time for you to log-in and test your device’s audio system. We encourage you to access the meeting in advance of the designated start time.

Log-in Instructions. To be admitted to the virtual Special Meeting, you will need to log-in to www.virtualshareholdermeeting.com/TLGT2020SM using the 16-digit control number found on the enclosed proxy card or voting instruction form.

Technical Assistance. Beginning 15 minutes prior to, and during, the Special Meeting, we will have support available to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulty accessing, or during, the virtual meeting, please call the support team at 1.800.586.1548 (toll-free in the United States) or +1.303.562.9288 (for international participants).

Voting Prior to or at the Special Meeting. An online portal is available to stockholders at www.proxyvote.com where you can view and download our proxy materials and vote your shares in advance of the Special Meeting. You may vote your shares during the Special Meeting (up until the closing of the polls) by following the instructions available at www.virtualshareholdermeeting.com/TLGT2020SM during the meeting. However, shares may also be voted via the enclosed proxy card or pursuant to the instructions for submitting your proxy via the Internet or telephone that were included in the proxy materials.

Whether or not you plan to attend the Special Meeting, we urge you to vote and submit your proxy in advance of the meeting using one of the methods described in the proxy materials.

You may vote if you were the record owner of Teligent, Inc. common stock at the close of business on December 16, 2019,September 4, 2020, the record date for notice and voting at the Special Meeting. A list of stockholders of record will be available at the Special Meeting and during the 10 days prior to the Special Meeting (i) at our principal executive office, which is located at 105 Lincoln Avenue, Buena, New Jersey 08310.08310 and (ii) during the meeting at www.virtualshareholdermeeting.com/TLGT2020SM.

All stockholders are cordially invited to attend the Special Meeting. Whether or not you plan to attend the Special Meeting, or not, we urge you to vote and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum and the approval of the proposals. You may change or revoke your proxy at any time before it is voted at the meeting.

	By order of the Board of Directors,
	/s/ Philip K. Yachmetz
	Damian Finio Philip K. Yachmetz
	Chief FinancialLegal Officer and Corporate Secretary

Buena, New Jersey
December

September , 20192020

December 

September , 20192020

PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 24,OCTOBER 22, 2020

This proxy statement, along with the accompanying Notice of Special Meeting of Stockholders, contains information about the Special Meeting of Stockholders (the “Special Meeting”) of Teligent, Inc., including any adjournments or postponements of the thereof (the “Special Meeting.Meeting”). We are holding the Special Meeting at 10:00 a.m. local time,Eastern Time, on January 24, 2020, at the offices of K&L Gates LLP, 599 Lexington Avenue, New York, New York 10022.September 22, 2020. The Special Meeting will be a completely virtual meeting, which will be conducted via live webcast.

In this proxy statement, we refer to Teligent, Inc. as “Teligent,“Teligent,” “the“the Company,” “we”“we” and “us.“us.”

This proxy statement relates to the solicitation of proxies by our Board of Directors (the “Board”“Board”) for use at the Special Meeting.

We anticipate that on or about December   , 2019,September 8, 2020, we will begin sending this proxy statement, the Notice of Special Meeting of Stockholders and the form of proxy enclosed to all stockholders entitled to vote at the Special Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON JANUARY 24, 2020

This proxy statement and our 2019 annual report to stockholders are

Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended December 31, 2018, on the website of the Securities and Exchange Commission, or the SEC, at www.sec.gov, or in the “SEC Filings” section of the “Investor Relations” section of our website at www.teligent.com. You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by sending a written request to: Chief Financial Officer, Teligent, Inc., 105 Lincoln Avenue, PO Box 687, Buena, New Jersey 08310. You may also request a copy by emailing us at investorrelations@teligent.com. Exhibits will be provided upon written request and payment of an appropriate processing fee.

IMPORTANT INFORMATION ABOUT THE SPECIAL MEETING AND VOTING

Why is the Company Soliciting My Proxy?

The Board is soliciting your proxy to vote at the Special Meeting to be held at the offices of K&L Gates LLP, 599 Lexington Avenue, New York, New York 10022, on January 24,October 22, 2020, at 10:00 a.m. local timeEastern Time and any adjournments or postponements of the Special Meeting. Due to the public health impact of the coronavirus outbreak (“COVID-19”) and to support the health and well-being of our stockholders, this Special Meeting will be held in a virtual meeting format only. You will be able to attend the Special Meeting virtually and vote and submit questions for the Special Meeting by visiting www.virtualshareholdermeeting.com/TLGT2020SM. The proxy statement, along with the accompanying Notice of Special Meeting of Stockholders, summarizes the purposes of the Special Meeting and the information you need to know to vote at the Special Meeting. You are invited to attend the Special Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the Special Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card in the enclosed envelope, or follow the instructions below to submit your proxy by facsimile or email.

This proxy statement, the Notice of Special Meeting of Stockholders and the proxy card are first being mailed or made available to stockholders on or about December   , 2019.September 8, 2020. You are receiving these proxy materials because you owned shares of Teligent common stock on the record date.

What am I voting on?

There are three (3)two (2) Proposals scheduled for a vote at the Special Meeting:

Who Can Vote?

Only stockholders who owned our common stock at the close of business on December 16, 2019September 4, 2020 are entitled to vote at the Special Meeting. On this record date, there were __________ shares of our common stock outstanding and entitled to vote. Our common stock is our only class of votingcapital stock outstanding.

You do not need to attend the Special Meeting to vote your shares. Shares represented by valid proxies, received in time for the Special Meeting and not revoked prior to the Special Meeting, will be voted at the Special Meeting. For instructions on how to change or revoke your proxy, see “May I Change or Revoke My Proxy?” below.

How Many Votes Do I Have?

Each share of our common stock that you own entitles you to one vote.

How Do I Vote?

Whether or not you plan to attend the Special Meeting, or not, we urge you to submit your voting instructions by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via the Internet or telephone. You may specify whether your shares should be voted for, against or abstain with respect to (i) the proposed amendmentproposal to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the outstanding shares of the Company’s 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 (Proposal 1); (ii) the approval,approve, as required by the ListingNasdaq Change of Control Rule and the Indenture governing the New 2023 Notes, of the issuance to any holder or group of related holders of the New 2023 Notes of shares of the Company’s common stock under the New 2023 Notes

exceeding the greater of (x) 19.99% of the number of shares of common stock outstanding, including upon the conversionand (y) that percentage of the New 2023 Notes and upon paymentnumber of PIK interest thereonshares of common stock outstanding as held by the then largest holder of shares of common stock, all as contemplated by the Indenture (Proposal 2)1); and (iii)(ii) one or more adjournments toof the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting cast in favor of Proposal 1 or Proposal 2to approve the proposal or if there is not a quorum (Proposal 3)2).

If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board’s recommendations as noted below. Voting by proxy will not affect your right to attend the Special Meeting. If your shares are registered directly in your name through our stock transfer agent, American Stock Transfer and Trust Company, or you have stock certificates registered in your name, you may vote:

Telephone and Internet voting facilities for stockholdersstockholder of record will be available 24 hours a day and will close atuntil 11:59 p.m. Eastern Time on January 23,October 21, 2020.

If your shares are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholdersStockholders owning shares through certain banks and brokers.brokers may also submit voting instructions by the Internet or telephone. If your shares are not registered in your own name and you plan to vote your shares in person (virtually) at the Special Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the Special Meeting in order to vote.

How Does the Board of Directors Recommend That I Vote on the Proposals?

The Board recommends that you vote (i) “FOR” the amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the outstanding shares of the Company’s 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; (ii) “FOR” the approval, as required by the ListingNasdaq Change of Control Rule and the Indenture governing the New 2023 Notes, of the issuance to any holder or group of related holders of the New 2023 Notes of shares of the Company’s common stock under the New 2023 Notes exceeding the greater of (x) 19.99% of the number of shares of common stock outstanding, including upon the conversionand (y) that percentage of the New 2023 Notesnumber of shares of common stock outstanding as held by the then largest holder of shares of common stock, all as contemplated by the Indenture; and upon payment of PIK interest thereon; and (iii)(ii) “FOR” one or more adjournments toof the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting cast in favor of Proposal 1 or Proposal 2to approve such proposal or if there is not a quorum.

The Board is not aware of any other business to come before the Special Meeting.

May I Change or Revoke My Proxy?

If you give us your proxy, you may change or revoke it at any time before the Special Meeting. You may change or revoke your proxy in any one of the following ways:

Your most current vote, whether by telephone, the Internet, telephone or proxy card, is the one that will be counted.

What if I Receive More Than One Notice or Proxy Card?

You may receive more than one Notice or proxy card if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under “How Do I Vote?” for each account to ensure that all of your shares are voted.

Will My Shares be Voted if I Do Not Submit a Proxy or Vote in Person?Person (Virtually)?

If your shares are registered in your name or if you have stock certificates, they will not be counted if you do not submit a proxy or vote in person (virtually) as described above under “How Do I Vote?” If your shares are held in street name and you do not provide voting instructions to the bank, broker or other nominee that holds your shares as described above, the bank, broker or other nominee that holds your shares has the authority to vote your unvoted shares with respect to “routine” matters.  Approval of (i) the amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of the outstanding shares of the Company’s 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 (Proposal 1) and (ii) one or more adjournments toof the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting cast in favor of Proposal 1 or Proposal 2to approve the proposal or if there is not a quorum (Proposal 3)2) are considered routine matters. Therefore, even if your bank, broker or other nominee that holds your shares does not receive voting instructions from you, such bank, broker or other nominee is entitled (but not required) to vote your shares on these proposals.this proposal. To ensure your shares will be voted at the Special Meeting in the manner that you desire, we encourage you to provide voting instructions to your bank, broker or other nominee. Approval, as required by the Nasdaq Change of Control Rule and the Indenture governing the New 2023 Notes, of the issuance to any holder or group of related holders of the New 2023 Notes of shares of the Company’s common stock under the New 2023 Notes exceeding the greater of (x) 19.99% of the number of shares of common stock outstanding, including upon the conversionand (y) that percentage of the New 2023 Notes and upon paymentnumber of PIK interest thereon,shares of common stock outstanding as requiredheld by the Listing Rulethen largest holder of shares of common stock, all as contemplated by the Indenture (Proposal 2)1), is considered a non-routine matter. A bank, broker or other nominee that holds your shares cannot vote without instruction on Proposal 2.1. As a result, there may be broker non-votes on Proposal 2.1, and such broker non-votes will have no effect on the voting results with respect to this Proposal.

What Vote is Required to Approve the Proposals and How are Votes Counted?

For Proposal 1 to be approved, Proposal 1 must receive a “FOR” vote from the affirmative vote of the holders of a majority of the voting power of the outstanding shares of common stock entitled to vote thereon. If you “ABSTAIN” from voting, your shares willvotes cast must be counted for purposes of determining whether a quorum is present and itvoted “FOR” such proposal. Abstentions will have the sameno effect as an “AGAINST” vote.

on Proposal 1. For each of Proposal 2 and Proposal 3 to be approved, a majority of the votes cast must be voted “FOR such proposalsproposal unless there is not a quorum at the Special Meeting, in which case, Proposal 32 must be approved by the holders of a majority of the voting power represented by the shares present, in person (virtually) or by proxy, at the Special Meeting. If a quorum is present at the Special Meeting, abstentions will have no effect on Proposal 2 and or Proposal 3.2. If a quorum is not present at the Special Meeting, abstentions will have the same effect as a vote against Proposal 3, but will have no effect on Proposal 2.

Under Delaware law, there are no dissenters’ rights of appraisal with respect to the matters to be acted upon at the Special Meeting.

Is Voting Confidential?

We will keep all the proxies, ballots and voting tabulations private. We only let our Inspectors of Election examine these documents. Management will not know how you voted on the proposals unless it is necessary to meet legal requirements. We will, however, forward to management any written comments you make on the proxy card or that you otherwise provide.

Where Can I Find the Voting Results of the Special Meeting?

The preliminary voting results will be announced at the Special Meeting, and we will publish preliminary, or final results, if available, in a Current Report on Form 8-K within four business days of the Special Meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known.

If you have any questions about the Special Meeting or the proposals being voted at the Special Meeting or would like to obtain assistance with voting virtually, please contact our proxy solicitor, MacKenzie Partners, Inc., via telephone toll-free at (800) 322-2885 or (212) 929-5500 (call collect) or via email at proxy@mackenziepartners.com.

What Are the Costs of Soliciting these Proxies?

We will pay all of the costs of soliciting these proxies. InThe Company has engaged MacKenzie Partners, Inc., a proxy solicitation firm, to assist in the solicitation. The proxy solicitor will mail the proxy statement, Notice of Special Meeting of Stockholders and all materials relating to the Special Meeting to the Company’s stockholders, and will solicit votes of stockholders. The estimated fees anticipated to be paid to MacKenzie Partners, Inc. are approximately $12,500 and those costs will be borne by the Company (in addition ourto the Company’s paying the cost of mailing proxy materials). Our employees and directors and employees may also solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their reasonable out-of-pocket costs.

What Constitutes a Quorum for the Special Meeting?

The presence, in person (virtually) or by proxy, of the holders of a majority of the voting power of all outstanding shares of our common stock entitled to vote at the Special Meeting is necessary to constitute a quorum at the Special Meeting. Votes of stockholders of record who are present at the Special Meeting in person (virtually) or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists.

Attending

Why Are You Holding a Virtual Special Meeting?

Due to the Special Meeting

Thepublic health impact of COVID-19 and to support the health and well-being of our stockholders, this Special Meeting will be held in a virtual meeting format only. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, the virtual format allows stockholders to communicate with us during the Special Meeting so they can ask questions of our board of directors or management relevant to the purpose of the Special Meeting.

Attending the Special Meeting

 The Special Meeting will convene at 10:00 a.m. local timeEastern Time on January 24, 2020,Thursday, October 22, 2020. In order to participate in the Special Meeting live via the Internet, you must register at the offices of K&L Gates LLP, 599 Lexington Avenue, New York, New York 10022.www.virtualshareholdermeeting.com/TLGT2020SM beginning at 9:45 a.m. Eastern Time on October 22, 2020. You doneed not need to attend the Special Meeting in order to vote. See “How Do I Vote?” above for more information.

Householding of Annual Disclosure Documents

The rules of the Securities and Exchange Commission (the “SEC”“SEC”) concerning the delivery of proxy statements and annual reports allow us or your broker to send a single set of our proxy materials to any household at which two or more of our stockholders reside, if we or your broker believe that the stockholders are members of the same family. This practice, referred to as “householding,” benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our notices of stockholder meetings, annual reports, proxy statements and information statements. Once you receive notice from your broker or from us that communications to your address will be “householded,” the practice will continue until you are otherwise notified or until you revoke your consent to the practice. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

If your household received a single set of proxy materials, but you would prefer to receive your own copy in the future, please contact Broadridge Financial Solutions, Inc., by calling their toll free number, 1-888-237-1900.1-866-540-7095.

If you do not wish to participate in “householding” and would like to receive your own set of Teligent’s proxy materials in the future, follow the instructions described below. Conversely, if you share an address with another Teligent stockholder and together both of you would like to receive only a single set of proxy materials, follow these instructions:

Electronic Delivery of Company Stockholder Communications

Most stockholders can elect to view or receive copies of future proxy materials over the Internet instead of receiving paper copies in the mail.

You can choose this option and save the Company the cost of producing and mailing these documents by:

PROPOSAL 1

AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE SPLIT

APPROVAL OF THE COMPANY’S COMMON STOCKNASDAQ CHANGE OF CONTROL PROPOSAL

The Proposal

The Board is seeking stockholder approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) to effect a reverse stock split of the outstanding shares of the Company’s 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”). The Board has unanimously approved and declared advisable the Amendment and recommends that our stockholders adopt and approve the Amendment. The foregoing description of the Amendment is a summary and is subject to the full text of the Amendment, which is attached hereto as Appendix A.

If stockholders approve this proposal, the Board will cause the Amendment to be filed with the Delaware Secretary of State and effect the Reverse Stock Split in order to allow the Company’s common stock to continue to trade on the Nasdaq Global Select Market or subject to the Company’s successful appeal of Nasdaq’s delisting determination, discussed further below, and the Board will determine, in its discretion, the reverse stock split ratio within the range described herein. We will not reduce the number of authorized shares of common stock in connection with the Reverse Stock Split. No further action on the part of stockholders will be required to implement the Reverse Stock Split.

The Amendment will effect a reverse stock split of the outstanding shares of the Company’s 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 and publicly announced by the Board prior to the effectiveness of the Reverse Stock Split. As of the record date,           shares of our common stock were issued and outstanding. Based on such number of shares of our common stock issued and outstanding, immediately following the effectiveness of the Reverse Stock Split (and without giving effect to the rounding up of fractional shares to the nearest whole share), we will have, depending on the Reverse Stock Split ratio selected by the Board, the number of issued and outstanding shares of common stock as illustrated in the table under the caption “–Effects of the Reverse Stock Split–Effect on Shares.”

Except for any changes as a result of the treatment of fractional shares as discussed below, all holders of the Company’s common stock will be affected proportionately by the Reverse Stock Split.

No fractional shares of common stock will be issued as a result of the Reverse Stock Split. Instead, any fractional shares that would otherwise be issuable as a result of the Reverse Stock Split will be rounded up to the nearest whole share. No cash payments will be made in respect of any fractional shares. The par value of our common stock will continue to be $0.01 per share (see “–Effects of the Reverse Stock Split–Reduction in Stated Capital”).

In the event that our stockholders fail to approve this Proposal 1, the Company could be prevented from regaining compliance with the minimum $1.00 bid price requirement for continued listing set forth in Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”), unless the market price of our common stock increases above the Minimum Bid Price Requirement in accordance with the Nasdaq listing rules. If Nasdaq delists our common stock, then our common stock would likely become traded on the over the counter market maintained by OTC Markets Group Inc. (the “OTC”), which does not have the substantial corporate governance or quantitative listing requirements for continued trading that Nasdaq has. In that event, interest in our common stock may decline, and certain institutions may not have the ability to trade in our common stock, all of which could have a material adverse effect on the liquidity or trading volume of our common stock. If our common stock becomes significantly less liquid due to delisting from Nasdaq, our stockholders may not have the ability to liquidate their investments in our common stock as and when desired, and we believe our access to capital would become significantly diminished as a result. Also, due to certain state securities (blue sky) law requirements which apply to securities that are not listed on an exchange, our ability to consummate future public offerings would be materially limited, and could require that the Company undertake private placements of its debt or equity securities on terms that are significantly less favorable than if such securities were offered in a public offering.

Reasons for the Reverse Stock Split

To Maintain our Nasdaq Listing

The Company’s common stock is listed on the Nasdaq Global Select Market. On June 5, 2019, we received notification from Nasdaq stating that we did not comply Minimum Bid Price Requirement. In accordance with Nasdaq listing rules, the Company was afforded 180 calendar days (until December 2, 2019) to regain compliance with the Minimum Bid Price Requirement. On December 3, 2019, the Company received notification from the Listing Qualification Department of Nasdaq that it had not regained compliance with the Minimum Bid Price Requirement. The notification indicated that the Company’s common stock will be delisted from the Nasdaq Global Select Market on December 12, 2019 unless the Company requests an appeal of this determination. The Company filed such an appeal on December 5, 2019 with the Nasdaq Hearings Panel and a hearing has been scheduled.

The Reverse Stock Split will reduce the number of the Company’s shares of common stock outstanding and increase the Company’s share price. The Company expects that an increase in the Company’s share price due to the Reverse Stock Split will enable the Company to regain compliance with the Minimum Bid Price Requirement and continue to trade on the Nasdaq Global Select Market, though there can be no assurance that such action will achieve such purpose

To Meet our Obligations under our New 2023 Notes

On October 31, 2019, we completed the private placement offering (the “Offering”) of $34,405,000 aggregate principal amount of 7.0% Cash / 8.0% PIK Series B Senior Unsecured Convertible Notes (the “New 2023 Notes”). Currently, we do not have sufficient authorized shares of common stock available to settle the conversion of all of the New 2023 Notes while maintaining sufficient authorized but unissued shares of common stock to settle the exercise or conversion, as applicable, of all of our currently outstanding equity awards and other convertible debt securities.

Pursuant to the terms of the Purchase Agreements we entered into with each of the purchasers of the New 2023 Notes in the Offering, we agreed to use our commercially reasonable efforts to obtain the requisite stockholder approval of an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock to an amount that is sufficient to cover any issuances of our common stock upon conversion of the New 2023 Notes. Additionally, the Indenture governing the New 2023 Notes requires us to settle all conversions of New 2023 Notes in cash unless and until we obtain the requisite stockholder approval of such an amendment to our Amended and Restated Certificate of Incorporation.

Because we will not reduce the number of authorized shares of common stock in connection with the Reverse Stock Split, if our stockholders approve the Reverse Stock Split, we will continue to have 100,000,000 shares of our common stock authorized under our Amended and Restated Certificate of Incorporation following the Reverse Stock Split, and we will have sufficient authorized but unissued shares of our common stock to effect the conversion and/or settlement of all New 2023 Notes, payment of PIK interest on the New 2023 Notes and to meet all of our obligations to settle the exercise or conversion, as applicable, of all of our currently outstanding equity awards and other convertible debt securities.

To Improve the Marketability of our Common Stock

The Board believes that an increase in the Company’s share price due to the Reverse Stock Split will also improve the marketability of our common stock. Brokerage firms frequently have internal practices and policies that discourage individual brokers from dealing in lower priced stocks. As a result, analysts at many brokerage firms are reluctant to recommend low-priced stocks to their clients or monitor the activity of low-priced stocks. The structure of brokerage commission payments also makes low-priced stocks unattractive and uneconomic because of the time-consuming procedures required to handle the low-priced stocks. Also, the current share price of our common stock can result in an individual stockholder paying transaction costs that represent a higher percentage of our total share value than would be the case if our share price were higher because brokers’ commissions on such stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks. These factors reduce the willingness of institutions to purchase our stock. The Board believes that an increase in our common stock share price due to the Reverse Stock Split should help alleviate these concerns and increase the marketability of our common stock.

Criteria to be Used for Determining the Reverse Stock Split Ratio

In determining which Reverse Stock Split ratio to implement following the receipt of the requisite stockholder approval, the Board will consider, among other matters, various factors, including, without limitation:

Risks Associated with the Reverse Stock Split

We expect the Reverse Stock Split to increase the market price of our common stock. However, the effect of the Reverse Stock Split on the market price of our common stock cannot be predicted with any certainty, and the history of reverse stock splits for other companies is varied, particularly since some investors may view a reverse stock split negatively. It is possible that the per-share price of our common stock after the Reverse Stock Split will not increase in the same proportion as the reduction in the number of our outstanding shares of common stock following the Reverse Stock Split, and the Reverse Stock Split may not result in a per-share price that would attract investors who do not trade in lower priced stocks. In addition, although we believe the Reverse Stock Split may enhance the marketability of our common stock to certain potential investors, we cannot assure you that, if implemented, our common stock will be more attractive to investors. Even if we implement the Reverse Stock Split, the market price of our common stock may decrease due to factors unrelated to the Reverse Stock Split, including our future performance and general market conditions in our industry.

Further, following the Reverse Stock Split, because we are not reducing the number of authorized shares of common stock in connection with the Reverse Stock Split, we will have additional shares available to issue upon conversion or exercise of securities of the Company that are convertible into or exercisable for common stock. In addition, we may require significant proceeds from sales of our debt or equity securities to fund our operations in the near term, which will cause further dilution to stockholders. The issuance of a substantial amount of shares of common stock or securities convertible into or exercisable for our common stock in the future could put downward pressure on the price of our common stock, and there is no assurance that the market price for our common stock will remain at a level sufficient to satisfy the Minimum Bid Price Requirement.

Effective Time

The effective time of the Reverse Stock Split, if approved by stockholders and implemented by the Company, will be the date and time on which the Amendment is filed with the Delaware Secretary of State (the “Effective Time”). We will implement the Reverse Stock Split promptly after we receive stockholder approval of the proposal and following the public announcement of the specific split ratio chosen by the Board in its sole discretion.

Fractional Shares

If the Reverse Stock Split will result in the issuance of fractional shares, the Company will not issue fractional shares. Instead, any fractional shares that would otherwise be issuable as a result of the Reverse Stock Split will be rounded up to the nearest whole share. No cash payments will be made in respect of any fractional shares.

Effects of the Reverse Stock Split

After the effective date of the Reverse Stock Split, each stockholder will own a reduced number of shares of common stock. However, the Reverse Stock Split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock Split results in any of our stockholders owning a fractional share as described above. Voting rights and other rights and preferences of the holders of our common stock will not be affected by the Reverse Stock Split. The number of stockholders of record will not be affected by the Reverse Stock Split (except to the extent that the rounding up of fractional shares increases the number of shares owned by holders of fractional interests, in which case the Company does not expect any such increase to be material).

The principal effects of the Reverse Stock Split will be that:

Although the number of outstanding shares of our common stock would decrease following the Reverse Stock Split, the Board does not intend for a Reverse Stock Split to be the first step in a “going private transaction” within the meaning of Rule 13a-3 of the Exchange Act.

The following table contains approximate information, based on share information as of December 9, 2019, relating to our outstanding common stock based on the proposed Reverse Stock Split assuming that this Proposal 1 is approved and the Reverse Stock Split is implemented.

After the effective date of the Reverse Stock Split, our common stock would have a new CUSIP identifier number. Our common stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. The implementation of the Reverse Stock Split will not affect the registration of our common stock under the Exchange Act.

Reduction in Stated Capital

Pursuant to the Reverse Stock Split, the par value of the Company’s common stock will remain $0.01 per share. As a result of the Reverse Stock Split, at the Effective Time, the stated capital on the Company’s balance sheet attributable to our common stock will be reduced in proportion to the size of the Reverse Stock Split, subject to a minor adjustment in respect of the treatment of fractional shares, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Our stockholders’ equity, in the aggregate, will remain unchanged.

Shares Held in Book-Entry and Through a Broker, Bank or Other Nominee

The combination of, and reduction in, the number of our outstanding shares of common stock as a result of the Reverse Stock Split will occur automatically at the Effective Time without any additional action on the part of our stockholders.

Upon the Reverse Stock Split, we intend to treat stockholders holding shares of our common stock in “street name” (that is, through a broker, bank or other nominee) in the same manner as registered stockholders whose shares of our common stock are registered in their names. Brokers, banks or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding shares of our common stock in “street name”; however, these

brokers, banks or other nominees may apply their own specific procedures for processing the Reverse Stock Split. If you hold your shares of our common stock with a broker, bank or other nominee, and you have any questions in this regard, we encourage you to contact your broker, bank or nominee.

If you hold registered shares of our common stock in a book-entry form, you do not need to take any action to receive your post-Reverse Stock Split shares of our common stock in registered book-entry form. If you are entitled to post-Reverse Stock Split shares of our common stock, a transaction statement will automatically be sent to your address of record as soon as practicable after the Effective Time indicating the number of shares of our common stock you hold.

If you hold any of your shares of our common stock in certificate form, you will receive a transmittal letter from our transfer agent as soon as practicable after the Effective Time. The transmittal letter will be accompanied by instructions specifying how you can exchange your certificate representing the pre-Reverse Stock Split shares of our common stock for either: (1) a certificate representing the post-Reverse Stock Split shares of our common stock or (2) post-Reverse Stock Split shares of our common stock in a book-entry form, evidenced by a transaction statement that will be sent to your address of record as soon as practicable after the Effective Time indicating the number of shares of our common stock you hold. Beginning on the effective date of the Reverse Stock Split, each certificate representing pre-Reverse Stock Split shares of our common stock will be deemed for all corporate purposes to evidence ownership of post-Reverse Stock Split shares.

Stockholders should not destroy any share certificate(s) and should not submit any share certificate(s) until requested to do so.

Potential Anti-Takeover Effect

The Board and the Company’s management do not currently anticipate using the effective increase in the percentage of our authorized but unissued shares that will result from the Reverse Stock Split to make it more difficult or to discourage a future merger, tender offer or proxy contest or the removal of incumbent management. This Proposal 1 is not the result of management’s knowledge of an effort to accumulate or securities or to obtain control of the Company by means of a merger, tender offer, solicitation or otherwise.

Summarized in the following paragraphs are provisions included in our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws that may have the effect of discouraging, delaying or preventing a change in control or an unsolicited acquisition proposal that a stockholder might consider favorable, including a proposal that might result in the payment of a premium over the market price for the shares held by our stockholders.

The DGCL: We are subject to Section 203 of the Delaware General Corporation Law (the “DGCL”), which prohibits a publicly-held Delaware corporation from engaging in a business combination with an interested stockholder, generally a person which together with its affiliates owns, or within the last three years has owned, 15% of our voting stock, for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. Subject to certain exceptions, Section 203 prevents a publicly held Delaware corporation from engaging in a “business combination” with any such interested stockholder for three years following the date that the person became an interested stockholder, unless either the interested stockholder attained such status with the approval of our board of directors, the business combination is approved by our board of directors and stockholders in a prescribed manner or the interested stockholder acquired at least 85% of our outstanding voting stock in the transaction in which it became an interested stockholder. A “business combination” includes, among other things, a merger or consolidation with, or the sale of more than 10% of our assets to, an interested stockholder. The restrictions contained in Section 203 are not applicable to any of our existing stockholders that owned 15% or more of our outstanding voting stock upon the closing of our IPO.

Special Meetings of Stockholders; Advance Notice Requirements for Stockholder Proposals and Director Nominations: Our Amended and Restated Bylaws provide that, except as otherwise required by law, special meetings of the stockholders can only be called by the chairman of our board of directors, our chief executive officer or our board of directors. In addition, our Amended and Restated Bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of candidates for election to our board of directors. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our board of

directors, or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in proper form to our secretary of the stockholder's intention to bring such business before the meeting. These provisions may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws contain other provisions that could have the effect of delaying or preventing changes in control or changes in our management without the consent of our board of directors, including, among other things:

Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following discussion is a summary of the material U.S. federal income tax consequences to U.S. Holders (as defined below) of the Reverse Stock Split, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a U.S. Holder of our common stock. We have not sought and will not seek any rulings from the IRS or an opinion of counsel regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership and disposition of our common stock.

For purposes of this summary, a “U.S. Holder” is a beneficial owner of shares of our common stock that is (a) an individual who is a citizen of the United States or who is resident in the United States for U.S. federal income tax purposes, (b) an entity that is classified for U.S. federal income tax purposes as a corporation and that is organized under the laws of the United States, any state thereof, or the District of Columbia, or is otherwise treated for U.S. federal income tax purposes as a domestic corporation, (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (d) a trust (i) whose administration is subject to the primary supervision of a court within the United States and all substantial decisions of which are subject to the control of one or more United States persons as described in Section 7701(a)(30) of the Code (“United States persons”), or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

This discussion is limited to U.S. Holders that hold our common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a U.S. Holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to U.S. Holders subject to special rules, including, without limitation:

If an entity treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. HOLDERS OF OUR COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

We intend to take the position that the Reverse Stock Split constitutes a recapitalization for U.S. federal income tax purposes. Assuming the Reverse Stock Split qualifies as a reorganization, a U.S. Holder will not recognize gain or loss on the Reverse Stock Split (except with respect to the rounding up of any fractional share), the aggregate tax basis of the shares of our common stock received by a U.S. Holder in the Reverse Stock Split will be equal to the aggregate tax basis of the shares exchanged therefor (less any portion of such basis allocable to a fractional share) and the holding period for the shares of our common stock received by a U.S. Holder in the Reverse Stock Split will include the holding period of the shares exchanged therefor. However, even assuming that the Reverse Stock Split qualifies as a recapitalization, stockholders whose fractional shares resulting from the Reverse Stock Split are rounded up to the nearest whole share may recognize gain for United States federal income tax purposes equal to the value of the additional fractional share. If any such gain were recognized, we believe that the gain would not be material. Stockholders should consult their own tax advisors regarding the tax consequences of the Reverse Stock Split for United Stated federal income tax purposes.

Rights of Appraisal

Under Delaware law, there are no appraisal rights with respect to the Amendment to be voted upon at the Special Meeting.

Vote Required for Approval

The affirmative vote of the stockholders holding a majority of the outstanding common stock entitled to vote thereon is required to approve and adopt the Amendment.

Board Recommendation

The Board recommends that the stockholders vote “FOR” the approval and adoption of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation to effect a reverse stock split of the outstanding shares of the Company’s 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.

PROPOSAL 2

APPROVAL OF THE MARKETPLACE RULE PROPOSAL

The Proposal

The stockholders of the Company are being asked to approve, as required by the ListingNasdaq Change of Control Rule (Nasdaq Marketplace Rule 5635(b)) and the Indenture governing the New 2023 Notes, the issuance to any holder or group of related holders of the New 2023 Notes of shares of the Company’s common stock under the New 2023 Notes exceeding the greater of (x) 19.99% of the number of shares of common stock outstanding, including upon the conversionand (y) that percentage of the New 2023 Notes and upon paymentnumber of PIK interest thereon.shares of common stock outstanding as held by the then largest holder of shares of common stock, all as contemplated by the Indenture.

Background

On October 31, 2019,July 20, 2020, the Company completed the Offeringissuance and sale of New 2023 Notes. The Company sold an$13.8 million aggregate principal amount of approximately $29.3 million9.5% Series C Senior Secured Convertible Notes due 2023 (the “New 2023 Notes”) pursuant to a Note Purchase Agreement (the “Purchase Agreement”), dated July 20, 2020, between the Company and each purchaser of New 2023 Notes (the “Purchasers”). After taking into account original issue discount and other fees payable to the Purchasers (including fees payable in the Offering andform of additional New 2023 Notes), the Company received net cash proceeds of approximately $10.0 million, which the Company is using for general corporate purposes.

The Company also issued an additionalapproximately $32.3 million in aggregate principal amount of approximately $5.1 million of New 2023 Notes in exchange for approximately $35.9 million in aggregate principal amount, plus accrued but unpaid interest thereon, of the Company’s outstanding 7.0% Cash / 8.0% PIK Series B Senior Unsecured Convertible Notes due 2023 (the “Series B Convertible Notes”), giving effect to a 10% discount on the principal amount of Series B Convertible Notes so exchanged, pursuant to an Exchange Agreement (the “Series B Exchange Agreement”), dated July 20, 2020, between the Company and the holders of Series B Convertible Notes party thereto (each, a “Series B Exchanging Noteholder”).

In addition, the Company issued approximately $3.7 million in aggregate principal amount of $9.0New 2023 Notes in exchange for approximately $8.2 million in aggregate principal amount, plus accrued but unpaid interest thereon, of the Company’s outstanding 4.75% Convertible Senior Notes due May 1, 2023.2023 (the “Series A Convertible Notes”), giving effect to a 55% discount on the principal amount of Series A Convertible Notes so exchanged, pursuant to an Exchange Agreement (the “Series A Exchange Agreement” and, together with the Series B Exchange Agreement, the “Exchange Agreements”), dated July 20, 2020, between the Company and the holders of Series A Convertible Notes party thereto (the “Series A Exchanging Noteholders” and, together with the Series B Exchanging Noteholders, the “Exchanging Noteholders”).

The New 2023 Notes accrue interestwere issued pursuant to an indenture (the “Indenture”), dated as of July 20, 2020, among the Company, the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).

Interest on the New 2023 Notes accrues at the rate of 7.0%9.5% per annum if interestand is paid in cash with respect to any applicable period and at the rate of 8.0% per annum if interest is paidpayable in kind in the form of additionaland capitalized with principal with respect to any applicable period. In any case, interest is payable semiannually in arrears on MayMarch 1 and NovemberSeptember 1 of each year, beginning on MaySeptember 1, 2020. So long as the Company’s senior credit facilities are outstanding, the Company is prohibited from electing to pay interest on the New 2023 Notes in cash. The New 2023 Notes will mature on May 1,March 30, 2023, unless earlier purchasedconverted or converted.

The net proceeds from the Offering were approximately $27.0 million. The Company used the net proceeds from the Offering as follows: (i) approximately $13.0 million of the net proceeds were used to extinguish the Company’s outstanding Convertible 3.75% Senior Notes due 2019; (ii) approximately $6.0 million of the net proceeds were used to pay outstanding accounts payable; (iii) approximately $2.5 million of the net proceeds were used to pay off a protective advance under the Company’s First Lien Revolving Credit Agreement, dated December 13, 2018, by and among the Company, as the borrower, certain subsidiaries of the Company, as guarantors, the lenders party thereto, and ACF Finco I LP, as administrative agent and collateral agent for the lenders; (iv) approximately $1.8 million of the net proceeds were used to pay interest on the Company’s 4.75% Convertible Senior Notes due May 1, 2023; and (v) the remaining net proceeds were used to fund general corporate and working capital requirements.

The Company issued the New 2023 Notes pursuant to an indenture, dated as of October 31, 2019, between the Company and Wilmington Trust, National Association, as trustee (the “Indenture”).repurchased. The New 2023 Notes are the Company’s general senior unsecured obligations. The New 2023 Notes are guaranteed on a senior unsecured basis by all of the Company’s subsidiaries (other than excluded subsidiaries as defined in the Indenture). The New 2023 Notes are not redeemable by the Company priorsubordinate to the maturity date.indebtedness under the Senior Credit Facilities (as defined below).

Holders of the New 2023 Notes (the “Noteholders”“Noteholders”) are entitled to convert principal and accrued, unpaid interest on the Notes into, at the Company’s election, cash, shares of the Company’s common stock (the “Common Stock”), or a combination thereof, subject to certain limitations. The New 2023 Notes are convertible at an initial conversion rate of 1,388.889 shares of common stock per $1,000 principal amount of New 2023 Notes, which is equivalent to an initial conversion price per share of common stock of $0.72. The conversion rate and the corresponding conversion price areCommon Stock equal to $2.78, subject to adjustment inunder certain circumstances as provided incircumstances. The New 2023 Notes are not redeemable by the Indenture (including uponCompany, but the implementationCompany has the right to force conversion of the Reverse Stock SplitNew 2023 Notes if the Reverse Stock Split is approvedCompany’s per-share stock price exceeds the conversion price of the New 2023 Notes by the Company’s stockholders).100% for a period of time after January 1, 2022, by 75% for a period of time after July 1, 2022, and by 50% for a period of time after January 1, 2023.

Reasons for the Proposal

As a result of being listed for trading on the Nasdaq Global Select Market, issuances of the Company’s common stock are subject to the Nasdaq Stock Market Rules, including the ListingNasdaq Change of Control Rule. The ListingNasdaq Change of Control Rule requires stockholder approval in connection with a transaction other than a public offering involvingprior to the sale,issuance of securities when the issuance or potential issuance bywill result in a change of control of the Company. The Nasdaq Change of Control Rule does not specifically define when a change in control of an issuer may be deemed to occur, however, Nasdaq suggests in its guidance that a change of common stock (or securities, which includes debt instruments, convertible intocontrol would occur, subject to certain limited exceptions, if after a transaction a person or exercisable for common stock) equal toentity will hold 20% or more of an issuer’s then outstanding capital stock, and this person would then hold the common stock or 20% or morelargest ownership position of an issuer. If this Proposal 1 is approved at the voting power outstanding beforeSpecial Meeting, the issuance for a price that is less than the greaterNasdaq Change of book or market value of the stock, with market value determined by reference to the closing price immediately before the issuer enters into a binding agreement for the issuance of such securities.Control Rule will be satisfied.

Under the terms of the Indenture, the Company is not permitted to effect any conversion of New 2023 Notes at any time prior to the date of the Special Meeting. Thereafter, the Company is not permitted to effect any conversion of New 2023 Notes in the event that such conversion would cause the holder of such converting New 2023 Notes, together with certain of its affiliates and related parties, to own more than the Restricted Ownership Percentage (as defined in the Indenture). For each holder of New 2023 Notes, the Restricted Ownership Percentage is initially 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of our common stock issuable upon conversion of New 2023 Notes held by such holder. While each holder of New 2023 Notes can voluntarily increase its Restricted Ownership Percentage in accordance with the terms of the Indenture, no holder can increase its Restricted Ownership Percentage aboveto an amount exceeding the greater of (x) 19.99% (the “Nasdaq Change of Control Cap”)the number of shares of common stock outstanding, and (y) that percentage of the number of shares of common stock outstanding as held by the then largest holder of shares of common stock, unless and until the Company’s stockholders approve this Proposal 2.1. Finally, even if this Proposal 1 is approved at the Special Meeting, the Indenture provides that in no event can a holder of New 2023 Notes increase its Restricted Ownership Percentage to an amount in excess of 49.9% of the number of shares of common stock outstanding.

Pursuant to the Indenture, the Company has agreed to use its commercially reasonable best efforts to obtain such stockholder approval of this Proposal 21 at the Special Meeting, and in the event that such approval isthe Company has not obtained onsuch stockholder approval at an annual or special meeting of its stockholders or before May 1,October 31, 2020, and any holderholders of a majority in aggregate principal amount of outstanding New 2023 Notes electsmay elect to convert anyincrease the interest rate payable on the New 2023 Notes butto 18.0% per annum until such stockholder approval is unableobtained, which will continue to receive sharesbe paid in kind in the form of common stock upon such conversion as a resultadditional principal with respect to any applicable period in which the increased interest rate remains in effect.

The Board recommends the approval of the Nasdaq Change of Control Cap, thenProposal and adjournments of the Company must settleSpecial Meeting for several reasons. First, if the conversionOwnership Restriction is not removed, the holders of allthe New 2023 Notes can unilaterally elect to have the interest rate on the New 2023 Notes increase from 9.5% to 18.0% which would add to the Company’s already significant indebtedness. Second, it is in excessthe Company’s and its stockholders’ interest to have the New 2023 Notes convertible into shares of the Nasdaq ChangeCompany’s common stock without restriction because conversion into common stock will reduce the Company’s significant amount of Control Capindebtedness and interest expense. In fact, the Company can force conversion of the New 2023 Notes into shares of common stock and thereby reduce its indebtedness if the Company’s per-share stock price exceeds the conversion price of the New 2023 Notes by 100% for a period of time after January 1, 2022 (subject to reduction to 75% and 50% beginning July 1, 2022 and January 1, 2023, respectively). Having that right to force conversion without restriction is in cash.

Ifthe best interest of the Company and its stockholders. Finally, if we are limited in our ability to issue shares upon conversion of the New 2023 Notes, we will have less flexibility in satisfying our obligations under the New 2023 Notes and the Indenture, asand we might be required to pay cash upon the conversion of such New 2023 Notes. Accordingly, we are requesting in this Proposal 21 that our stockholders approve, as required by the ListingNasdaq Change of Control Rule and the Indenture governing the New 2023 Notes, the issuance to any holder or group of related holders of the New 2023 Notes of shares of the Company’s common stock under the New 2023 Notes exceeding the greater of (x) 19.99% of the number of shares of common stock outstanding, includingand (y) that percentage of the number of shares of common stock outstanding as held by the then largest holder of shares of common stock, all as contemplated by the Indenture.

If Proposal 1 is approved, the issuance of our common stock upon the conversion of the New 2023 Notes could have an anti-takeover effect because such issuance could make it more difficult for, or discourage an attempt by, a party to obtain control of the Company by tender offer or other means. The issuance of common stock upon conversion of the New 2023 Notes would increase the number of shares of common stock entitled to vote, increase the number of votes required to approve a change of control of the Company, and upon paymentdilute the interest of PIK interest thereon.a party attempting to obtain control of the Company.

Vote Required for Approval

The affirmative vote of a majority of the votes cast for Proposal 21 is required to approve as required by the Listing Rule and the Indenture governing the New 2023 Notes, the issuance to any holder or group of related holders of the New 2023 Notes of shares of the Company’s common stock under the New 2023 Notes exceeding the greater of (x) 19.99% of the number of shares of common stock outstanding, including upon the conversionand (y) that percentage of the New 2023 Notes and upon paymentnumber of PIK interest thereon.shares of common stock outstanding as held by the then largest holder of shares of common stock, all as contemplated by the Indenture.

Board Recommendation

The Board recommends that the stockholders vote “FOR” the approval, as required by the ListingNasdaq Change of Control Rule and the Indenture governing the New 2023 Notes, of the issuance to any holder or group of related holders of the New 2023 Notes of shares of the Company’s common stock under the New 2023 Notes exceeding the greater of (x) 19.99% of the number of shares of common stock outstanding, including upon the conversionand (y) that percentage of the New 2023 Notes and upon paymentnumber of PIK interest thereon.shares of common stock outstanding as held by the then largest holder of shares of common stock, all as contemplated by the Indenture.

PROPOSAL 3

2

ADJOURNMENT TO SOLICIT ADDITIONAL PROXIES

The Board is seeking stockholder approval of one or more adjournments toof the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting cast in favor of Proposal 1 or Proposal 2to approve such proposal or if there is not a quorum (the “Adjournment Proposal”“Adjournment Proposal”).

If, at the Special Meeting, the number of shares present or represented and voting to approve Proposal 1 or Proposal 2 is not sufficient to approve such proposal, or if a quorum is not present, the Board currently intends to move to adjourn the Special Meeting to enable the Board to solicit additional proxies for the approval of Proposal 1 or Proposal 2 or if there is not a quorum, as applicable.

In this proposal, we are asking our stockholders to authorize the holder of any proxy solicited by the Board to vote in favor of granting discretionary authority to the Board to adjourn the Special Meeting to another time and place for the purpose of soliciting additional proxies. If the stockholders approve the Adjournment Proposal, the Board could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders who have previously voted. If the stockholders do not approve this proposal, the Chairperson of the Special Meeting may exercise discretionary authority to adjourn the Special Meeting as necessary.

Vote Required for Approval

The affirmative vote of a majority of the votes cast for Proposal 32 is required to approve and adopt the proposal to adjourn the Special Meeting.Meeting unless there is not a quorum at the Special Meeting, in which case, a majority of the voting power of the shares present in person or by proxy and entitled to vote on the matter is required to approve Proposal 2.

Board Recommendation

The Board recommends that the stockholders vote “FOR” adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve and adopt Proposal 1 or Proposal 2 or if there is not a quorum.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTMANAGEMENT)

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of December 9, 2019August 31, 2020 for (a) each of our named executive officers listed in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on June 10, 2020, (b) each of our current directors, (c) all of our current directors and executive officers as a group and (d) each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of common stock that may be acquired by an individual or group within 60 days of December 9, 2019August 31, 2020 pursuant to the exercise of options or warrants to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 53,850,427_______ shares of common stock outstanding on December 9, 2019.August 31, 2020. Except as otherwise indicated, the address of each of the persons in this table is c/o Teligent, Inc., 105 Lincoln Avenue, PO Box 687, Buena, New Jersey 08310.

Effective May 28, 2020, the Company effected a one-for-ten reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”) as reported in the Company’s Current Report on Form 8-K filed with the SEC on May 27, 2020. Every ten shares of common stock issued and outstanding have automatically been combined into one share of issued and outstanding common stock, without any change in the par value per share. Any fractional shares of common stock that would have otherwise resulted from the Reverse Stock Split have been rounded up to the nearest whole share. The disclosures in the tables and footnotes contained herein give effect to the Reverse Stock Split.

 *   Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.

and to dispose of 2,699,718 shares. Eversept is the investment manager of Eversept Global, and may be deemed to indirectly beneficially own securities owned by Eversept Global. Eversept GP is the general partner of Eversept Global, and may be deemed to indirectly beneficially own securities owned by Eversept Global. Mr. Moghtaderi is the sole manager of, and may be deemed to beneficially own securities beneficially owned by, Eversept GP. The address of Eversept is 444 Madison Avenue, 22ndc/o Eversept Partners, L.P., 444 Madison Avenue, 22^nd Floor, New York NY 10022.

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” the information in certain documents that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this proxy statement, and information that we subsequently file with the SEC prior to the Special Meeting will automatically update and supersede this information. The proxy statement incorporates by reference the documents listed below (File No. 001-08568) and any future filings we make with the SEC prior to the Special Meeting under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act:

To the extent that any information contained in any Current Report on Form 8-K, or any exhibit thereto, was furnished, rather than filed, with the SEC, that information or exhibit is specifically not incorporated by reference in this document.

You may obtain copies of these documents, other than exhibits, free of charge on our website, www.teligent.com, as soon as reasonably practicable after they have been filed with the SEC and through the SEC’s website, www.sec.gov. We will promptly provide, without charge to you, upon written or oral request, a copy of any or all of the documents incorporated by reference in this prospectus supplement or the prospectus, other than exhibits to those documents, unless the exhibits are specifically incorporated by reference in those documents. Requests should be directed to:

Teligent, Inc.
Attn: Chief Financial Officer
105 Lincoln Avenue
PO Box 687
Buena, New Jersey 08310
(856) 697-1441

You should rely only on the information contained or incorporated by reference in this proxy statement. We have not authorized anyone to provide you with information that is different from the information contained in this proxy statement. This proxy statement speaks only as of its date unless the information specifically indicates that another date applies.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the SEC. You can inspect and copy these reports, proxy statements and other information at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D. C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC also maintains a web site that contains reports, proxy and information statements and other information regarding issuers, such as Teligent, Inc. (www.sec.gov).

EXPENSES AND SOLICITATION

The Company will pay all of the costs of solicitation of proxies. InThe Company has engaged MacKenzie Partners, Inc., a proxy solicitation firm, to assist in the solicitation. The proxy solicitor will mail the proxy statement, Notice of Special Meeting of Stockholders and all materials relating to the Special Meeting to the Company’s stockholders, and will solicit votes of stockholders. The estimated fees anticipated to be paid to MacKenzie Partners, Inc. are approximately $12,500 and those costs will be borne by the Company (in addition to the Company’s paying the cost of mailing proxy materials). The Company’s directors and employees may also solicit proxies in person or by telephone, fax or email. The Company will pay these employees and directors no additional compensation for these services. The Company will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. The Company will reimburse such banks, brokers and other institutions, nominees and fiduciaries for their reasonable out-of-pocket costs.

REFERENCES TO OUR WEBSITE ADDRESS

References to our website address throughout this proxy statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of the SEC’s rules. These references are not intended to, and do not, incorporate the contents of our website by reference into this proxy statement or the accompanying materialsmaterials.

OTHER MATTERS

The Board of Directors knows of no other business which will be presented to the Special Meeting. If any other business is properly brought before the Special Meeting, proxies will be voted in accordance with the judgment of the persons named therein.

STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR

To be considered for inclusion in the proxy statement relating to our 20202021 Annual Meeting of Stockholders, we must receive stockholder proposals (other than for(including director nominations) no later than December 5, 2019. To be considered for presentation at the 2020 Annual Meeting, although not included in the proxy statement, proposals (including director nominations that are not requested to be included in our proxy statement) must be received no earlier than February 21, 2020April 16, 2021 and no later than March 22, 2020,May 16, 2021, provided, however, in the event that the date of the 20202021 Annual Meeting is more than 60 days before or more than 60 days after May 21, 2020,July 15, 2021, proposals must be received no earlier than the 90^th day prior to the 20202021 Annual Meeting Date and no later than 60 days prior to the 20202021 Annual Meeting Date or the 15^th day following the day on which public announcement of the date of the 20202021 Annual Meeting is first made by the Company.Proposals that are not received in a timely manner will not be voted on at the 20202021 Annual Meeting. If a proposal is received on time, the proxies that management solicits for the annual meeting may still exercise discretionary voting authority on the proposal under circumstances consistent with the proxy rules of the SEC. All stockholder proposals should be marked for the attention of our Chief Legal Officer and Corporate Secretary at our corporate offices, 105 Lincoln Avenue, PO Box 687, Buena, New Jersey 08310.

APPENDIX A

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS CERTIFICATE OF AMENDMENT
OF
AMENDEDTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND RESTATED CERTIFICATE OF INCORPORATION
DATED. DETACH AND RETURN THIS PORTION ONLY D22929-S08544 OF
For Against Abstain TELIGENT, INC.

TELIGENT, INC.2. To approve one or more adjournments of the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting cast in favor of Proposal 1 to approve such proposal or if there is not a quorum. 1. To approve, as required by Nasdaq Marketplace Rule 5635(b) and the Indenture governing the 9.5% Series C Senior Secured Convertible Notes due 2023 (the “New 2023 Notes”), a corporation duly organized and existingthe issuance to any holder or group of related holders of the New 2023 Notes of shares of the Company’s common stock under the General Corporation LawNew 2023 Notes exceeding the greater of the State(x) 19.99% of Delaware (the “Corporation”), does hereby certify that:

“FOURTH. The total number of shares of all classescommon stock outstanding, and (y) that percentage of stock which the Corporation shall have authority to issue is 101,000,000 shares, consistingnumber of 100,000,000 shares of Common Stock, $0.01 par value per share (the “Common Stock”) and 1,000,000common stock outstanding as held by the then largest holder of shares of Preferred Stock, $0.01 par value per share (the “Preferred Stock”). Uponcommon stock, all as contemplated by the effectiveness (the “EffectiveIndenture. TELIGENT, INC. The Board of Directors recommends you vote FOR proposals 1 and 2. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. TELIGENT, INC. 105 LINCOLN AVENUE BUENA, NJ 08310 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time”) the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/TLGT2020SM You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. D22930-S08544

Important Notice Regarding the Availability of this CertificateProxy Materials for the Special Meeting: The Notice and Proxy Statement is available at www.proxyvote.com. TELIGENT, INC. Special Meeting of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation, each share of Common Stock, par value $.01 per share, issued and outstanding immediately prior to the Effective Time will be automatically combined and converted into that fraction of a share of Common Stock, par value $.01 per share, of the Corporation as has been determinedStockholders October 22, 2020 10:00 AM EDT This proxy is solicited by the Board of Directors in its sole discretion withinThe stockholder(s) hereby appoint(s) Timothy B. Sawyer and Damian Finio, or either of them, as proxies, each with the range of 1-for-5power to appoint his substitute, and 1-for-10 shareshereby authorize(s) them to represent and publicly announced byto vote, as designated on the Corporation prior to effectivenessreverse side of this Certificateballot, all of Amendment (the “Consolidation”). Notwithstanding the foregoing, no fractional shares shall be issued in connection with the Consolidation. Fractional shares shall be rounded up to the nearest whole share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter and without the necessity for presenting the same represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the rounding up of any fractional share interests as described above.”

IN WITNESS WHEREOF, TELIGENT, INC. has caused this Certificatethat the stockholder(s) is/are entitled to vote at the Special Meeting of Stockholders to be held in a virtual meeting format via a live webcast that may be accessed at www.virtualshareholdermeeting.com/TLGT2020SM at 10:00 AM EDT on October 22, 2020, and any adjournment or postponement thereof. This proxy, when properly executed, by its duly authorized officerwill be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on this ___ day of ________________, 2020.reverse side