UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WashingtonWASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

IGI Laboratories,Teligent, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

IGI LABORATORIES,

TELIGENT, INC.

105 Lincoln Avenue, PO Box 687

Buena, New Jersey 08310

 

April  , 20152021

 

To Our Stockholders:

 

You are cordially invited to attend the 2015annual2021 annual meeting of stockholders of IGI Laboratories,Teligent, Inc., to be held at 10:00 a.m. local time on May 20, 2015, at26, 2021. Due to the officespublic health impact of Mintz, Levin, Cohn, Ferris, Glovskythe coronavirus outbreak (“COVID-19”) and Popeo, P.C., 666 Third Avenue, New York, NY 10017.to support the health and well-being of our stockholders, this year’s annual meeting will be held in a virtual meeting format only (the “annual meeting”). You will be able to attend the annual meeting virtually and vote and submit questions for the annual meeting by visiting www.virtualshareholdermeeting.com/TLGT2021.

 

Details regarding the annual meeting, the business to be conducted at the annual meeting, and information about IGI Laboratories,Teligent, Inc. that you should consider when you vote your shares are described in this proxy statement.

 

At the annual meeting, six persons will be elected to our Board of Directors. In addition, we will ask stockholders to approve a proposed amendment to the IGI Laboratories, Inc. Amended and Restated Certificate of Incorporation to increase the number of our authorized shares of common stock, to approve the issuance of our common stock upon conversion of our convertible senior notes due 2019, to ratify the selection of EisnerAmper LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2015 and to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement. stockholders:

1.

To elect six persons to our Board of Directors;

2.

To approve and adopt a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Reverse Stock Split Charter Amendment”) to effect a reverse stock split of the common stock of the Company at a ratio to be determined by the Board within a range of between one-for-three and one-for-five, and publicly announced by the Company prior to the effectiveness of the Reverse Stock Split Charter Amendment;

3(a).

To approve and adopt the Second Amended and Restated Certificate of Incorporation of the Company (the “Proposed Amended and Restated Certificate of Incorporation”), which includes the changes in proposals 3(b), 3(c) and 3(d) below as separate proposals.  The separate proposals are to approve and adopt the amendments in the Proposed Second Amended and Restated Certificate of Incorporation that:

(b)

Grant the Board of Directors sole authority to determine the size of the Board of Directors and to fill vacancies and newly created directorships on the Board of Directors;

(c)

Eliminate the ability of stockholders to act by written consent or electronic transmission; and

(d)

Eliminate the rights of holders of our common stock to vote on any amendment that relates solely to the terms of  one or more outstanding series of our preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon;

4.

To approve, effective following approval of stockholders at the annual meeting and conditioned upon the effectiveness of a reverse stock split at a ratio of at least one-for-three, our 2021 Omnibus Incentive Plan (the “2021 Plan”);

5.

To approve, on an advisory basis, the compensation of our named executive officers;

6.

To ratify the selection of Grassi & Co. CPAs, P.C. as our independent registered public accounting firm for our fiscal year ending December 31, 2021; and

7.

To approve one or more adjournments to the annual meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Annual Meeting to approve the proposals or to constitute a quorum, all as disclosed in this proxy statement.

The Board of Directors recommends the approval of each of thethese proposals. Such other business will be transacted as may properly come before the annual meeting.meeting or any adjournments or postponements thereof.

 

We hope you will be able to attend the annual meeting. Whether you plan to attend the annual meeting or not, it is important that you cast your vote either in personduring the annual meeting or submit your voting instructions by proxy. You may votesubmit 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 votesubmit a proxy in accordance with the instructions set forth in this proxy statement. We encourage you to vote bysubmit a proxy so that your shares will be represented and voted at the annual 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 continued support of IGI Laboratories,Teligent, Inc. We look forward to seeing you at the annual meeting.

 

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

 

 

IGI LABORATORIES,TELIGENT, INC.

105 Lincoln Avenue, PO Box 687

Buena, New Jersey 08310

NOTICE OF 20152021 ANNUAL MEETING OF STOCKHOLDERS

 

TIME: 10:00 a.m. local time

TIME:

10:00 a.m. local time

 

DATE: May 20, 2015

DATE:

May 26, 2021

 

PLACE: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, NY, NY 10017

PLACE:

Due to the public health impact of the coronavirus outbreak (“COVID-19”) and to support the health and well-being of our stockholders, this year’s annual meeting will be held in a virtual meeting format only. You can virtually attend the live webcast of the annual meeting at www.virtualshareholdermeeting.com/TLGT2021. For more information, see “Important Information About the Annual Meeting and Voting – How Do I Vote?” below.

 

PURPOSES:

 

1.

To elect six directors to serve one-yearone-year terms until the 20162022 annual meeting;

2.

To approve and adopt a proposed amendmentCertificate of Amendment to ourthe Amended and Restated Certificate of Incorporation of the Company (the “Reverse Stock Split Charter Amendment”) to increaseeffect a reverse stock split of the numbercommon stock of authorized sharesthe Company at a ratio to be determined by the Board within a range of between one-for-three and one-for-five, and publicly announced by the Company prior to the effectiveness of the Reverse Stock Split Charter Amendment;

3(a).

To approve and adopt the Second Amended and Restated Certificate of Incorporation of the Company (the “Proposed Amended and Restated Certificate of Incorporation”), which includes the changes in proposals 3(b), 3(c) and 3(d) below as separate proposals.  The separate proposals are to approve and adopt the amendments in the Proposed Second Amended and Restated Certificate of Incorporation that:

(b)

Grant the Board of Directors sole authority to determine the size of the Board of Directors and to fill vacancies and newly created directorships on the Board of Directors;

(c)

Eliminate the ability of stockholders to act by written consent or electronic transmission; and

(d)

Eliminate the rights of holders of our common stock to 100,000,000 shares;vote on any amendment that relates solely to the terms of  one or more outstanding series of our preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon;

 

	3.  4.	To approve, effective immediately following the issuanceeffectiveness of a reverse stock split at a ratio of at least one-for-three, our 2021 Omnibus Incentive Plan;
5.	To approve, on an advisory basis, the compensation of our common stock upon conversion of our convertible senior notes due 2019;named executive officers, as disclosed in this proxy statement;

	4.
6.	To ratify the appointment of EisnerAmper LLPGrassi & Co. CPAs, P.C. as the Company’sour independent registered public accounting firm for the fiscal year ending December 31, 2015;2021;

	5.
7.	To approve by an advisory vote,one or more adjournments to the compensationannual meeting, if necessary or appropriate, to permit further solicitation of our named executive officers, as disclosed in this proxy statement;proxies if there are not sufficient votes at the time of the annual meeting to approve the proposals or to constitute a quorum; and

	6.
8.	To transact such other business that is properly presented at the annual meeting and any adjournments or postponements thereof.

 

WHO MAY VOTE:

 

You may vote at the annual meeting and any adjournments thereof if you were the record owner of IGI Laboratories, Inc.commonTeligent, Inc. common stock at the close of business on March 26, 2015.April 5, 2021, the record date for the annual meeting. A list of stockholders of record will be available at the annual meeting and during the 10ten days prior to the annual meeting (i) at our principal executive offices,office, which areis located at 105 Lincoln Avenue, PO Box 687, Buena, New Jersey 08310.08310, and (ii) during the meeting at www.virtualshareholdermeeting.com/TLGT2021.

Access to the Audio Webcast of the Annual Meeting. The live audio webcast of the annual 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 annual 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 annual meeting, you will need to log-in to www.virtualshareholdermeeting.com/ TLGT2021 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 annual meeting, we will have support available to assist stockholders with any technical difficulties they may have accessing or hearing the virtual annual meeting. If you encounter any difficulty accessing, or during, the virtual annual 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 Annual Meeting. An online portal is available to stockholders at www.proxyvote.com where you can view and download our proxy materials and have your shares voted in advance of the annual meeting by submitting your voting instructions via the Internet at www.proxyvote.com. You may vote your shares during the annual meeting (up until the closing of the polls) by following the instructions available at www.virtualshareholdermeeting.com/TLGT2021 during the meeting. However, you may also submit your voting instructions 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. Any stockholder requiring assistance may contact MacKenzie Partners at 800-322-2885 (Toll Free), 212-929-5500 (Call Collect) or via email at proxy@mackenziepartners.com.

 

All stockholders are cordially invited to attend the annual meeting.Whether you plan to attend the annual 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.You may change or revoke your proxy at any time before it is voted at the annual meeting.

 

	BY ORDER OF THE BOARD OF DIRECTORS
	Philip K. Yachmetz
	Jenniffer Collins
	Chief Legal Officer and Corporate Secretary

 

 

TABLE OF CONTENTS

 

	PAGE
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	2
Important Information About the Annual Meeting and VotingSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	710
MANAGEMENT AND CORPORATE GOVERNANCE	12
Security Ownership of Certain Beneficial Owners and ManagementEXECUTIVE OFFICER AND DIRECTOR COMPENSATION	1217
DELINQUENT SECTION 16(A) REPORTS	28
Management and Corporate GovernanceREPORT OF AUDIT COMMITTEE	1529
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	30
Compensation Discussion and AnalysisPROPOSAL 1: ELECTION OF DIRECTORS	2131
PROPOSAL 2: AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE SPLIT OF THE COMPANY’S COMMON STOCK	32
Compensation Committee ReportPROPOSAL 3(a): SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY	2740
PROPOSAL 3(b): AMENDMENT IN THE PROPOSED SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THAT GRANTS THE BOARD OF DIRECTORS SOLE AUTHORITY TO DETERMINE THE SIZE OF THE BOARD OF DIRECTORS AND TO FILL VACANCIES AND NEWLY CREATED DIRECTORSHIPS ON THE BOARD OF DIRECTORS	42
Risks Related to Compensation Practices and PoliciesPROPOSAL 3(c): AMENDMENT IN THE PROPOSED SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THAT ELIMINATES THE ABILITY OF STOCKHOLDERS TO ACT BY WRITTEN CONSENT OR ELECTRONIC TRANSMISSION	2744
PROPOSAL 3(d): AMENDMENT IN THE PROPOSED SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THAT ELIMINATES THE RIGHTS OF HOLDERS OF OUR COMMON STOCK TO VOTE ON ANY AMENDMENT THAT RELATES SOLELY TO THE TERMS OF ONE OR MORE SERIES OF OUR PREFERRED STOCK	46
Executive Officer and Director CompensationPROPOSAL 4: TELIGENT, INC. 2021 OMNIBUS INCENTIVE PLAN	2848
PROPOSAL 5: ADVISORY VOTE ON APPROVAL OF EXECUTIVE COMPENSATION AS DISCLOSED IN THIS PROXY STATEMENT	56
Equity Compensation Plan InformationPROPOSAL 6: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	3457
PROPOSAL 7: ADJOURNMENT TO SOLICIT ADDITIONAL PROXIES	59
Report of Audit CommitteeCODE OF CONDUCT AND ETHICS	3560
OTHER MATTERS	60
Section 16(a) Beneficial Ownership Reporting ComplianceSTOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR	3660
APPENDIX A: CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION	A-1
Certain Relationships and Related Person TransactionsAPPENDIX B: SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION	36B-1
APPENDIX C: TELIGENT, INC. 2021 OMNIBUS INCENTIVE PLAN
PROPOSAL 1:C-1 Election of Directors	37
PROPOSAL 2: Amendment of Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock	38
PROPOSAL 3: Approval of Issuance of Common Stock upon Conversion of our Convertible Senior Notes due 2019	41
PROPOSAL 4: Ratification of Independent Registered Public Accounting Firm	44
PROPOSAL 5: Advisory Vote on Executive Compensation as Disclosed in this Proxy Statement	46
Code of Conduct and Ethics	47
Other Matters	47
Stockholder Proposals and Nominations For Director	47
Appendix A: Certificate of Amendment to Amended and Restated Certificate of Incorporation	A-1

 

4

 

PRELIMINARY COPIES FILED PURSUANT TO RULE 14a-6(a)TELIGENT, INC. 

IGI LABORATORIES, INC.

105 Lincoln Avenue, PO Box 687

Buena, New Jersey 08310

 

PROXY STATEMENT FOR THE IGI LABORATORIES,TELIGENT, INC.

20152021 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 20, 201526, 2021

 

This proxy statement, along with the accompanying notice of 20152021 annual meeting of stockholders, contains information about the 20152021 annual meeting of stockholders of IGI Laboratories,Teligent, Inc., including any adjournments or postponements of the annual meeting. We are holding the annual meeting at 10:00 a.m. local time, on May 20, 2015, at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, NY 10017.26, 2021. The annual meeting will be a completely virtual meeting, which will be conducted via live webcast.

 

In this proxy statement, we refer to IGI Laboratories, Inc.asTeligent, Inc. as “IGITeligent,” “the Company,” “we” and “us.”

 

This proxy statement relates to the solicitation of proxies by our Board of Directors for use at the annual meeting.

 

On or about, 2015, April 13, 2021 we began sending this proxy statement, the attachedImportant Notice Regarding the Availability of Annual Meeting of Stockholders and the enclosed proxy cardProxy Materials to all stockholders entitled to vote at the annual meeting.

Although not part of thismeeting containing instructions on how to access our proxy statement we are also sending, along with this proxy statement,for our 20142021 annual report, which includesmeeting of stockholders and our financial statementsAnnual Report on Form 10-K for the fiscal year ended December 31, 2014.2020.

 

5

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER

STOCKHOLDER MEETING TO BE HELD ON MAY 20, 201526, 2021

 

This proxy statement and a copy of our 2014 annual report to stockholdersAnnual Report on Form 10-K for the fiscal year ended December 31, 2020 are available for viewing, printing and downloading atwww.proxyvote.com.www.proxyvote.com. To view these materials, please have your 12-digit16-digit control number(s) available that appears on your proxy card.On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

 

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, 2014 on the website of the Securities and Exchange Commission, or the SEC, atwww.sec.gov,or in the “SEC Filings” section of the “Investor Relations” section of our website atwww.igilabs.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: Jenniffer Collins, IGI Laboratories, Inc., 105 Lincoln Avenue, PO Box 687,Buena, New Jersey 08310. You may also request a copy by emailing us atinvestorrelations@igilabs.com. Exhibits will be provided upon written request and payment of an appropriate processing fee.

6

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

 

Why is the Company Soliciting My Proxy?

 

The Board of Directors of IGI Laboratories,Teligent, Inc. is soliciting your proxy to vote at the 20152021 annual meeting of stockholders to be held at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., on May 20, 2015,26, 2021, at 10:00 a.m. local time and any adjournments or postponements of the meeting, which we refer to as the annual meeting. TheDue to the public health impact of the coronavirus outbreak (“COVID-19”) and to support the health and well-being of our stockholders, this year’s annual meeting will be held in a virtual meeting format only (the “annual meeting”). You will be able to attend the annual meeting virtually and vote and submit questions for the annual meeting by visiting www.virtualshareholdermeeting.com/TLGT2021. This proxy statement, along with the accompanying Notice of 2021 Annual Meeting of Stockholders, summarizes the purposes of the annual meeting and the information you need to know to vote at the annual meeting.

 

We have made available to you on the Internet or have sent you this proxy statement, the Notice of 2021 Annual Meeting of Stockholders, the proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014because2020 because you owned shares of IGI Laboratories, Inc.Teligent common stock on the record date. The Company intends to commence distribution of the Important Notice Regarding the Availability of Proxy Materials, and, if applicable, the proxy materials to stockholders on or about April  , 2015.2021.

Why Did I Receive a Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials?

As permitted by the rules of the U.S. Securities and Exchange Commission, or the SEC, we may furnish our proxy materials to our stockholders by providing access to such documents on the Internet, rather than mailing printed copies of these materials to each stockholder. Most stockholders will not receive printed copies of the proxy materials unless they request them. We believe that this process should expedite stockholders’ receipt of proxy materials, lower the costs of the annual meeting and help to conserve natural resources. If you received an Important Notice Regarding the Availability of Proxy Materials by mail or electronically, you will not receive a printed or email copy of the proxy materials, unless you request one by following the instructions included in the Important Notice Regarding the Availability of Proxy Materials. Instead, the Important Notice Regarding the Availability of Proxy Materials instructs you as to how you may access and review all of the proxy materials and submit your proxy on the Internet. If you requested a paper copy of the proxy materials, you may authorize the voting of your shares by following the instructions on the proxy card, in addition to the other methods of voting described in this proxy statement.

 

Who Can Vote?

 

Only stockholders who owned our common stock at the close of business on March 26, 2015April 5, 2021 are entitled to vote at the annual meeting. On this record date, there were 52,827,453sharesshares of our common stock outstanding and entitled to vote. Our common stock is our only classoutstanding shares of voting stock.Series D Preferred Stock are not entitled to vote at the annual meeting.

 

You do not need to attend the annual meeting to votehave your shares.shares voted. Shares represented by valid proxies, received in time for the annual meeting and not revoked prior to the annual meeting, will be voted at the annual 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 ourcommonour common stock that you own entitles you to one vote.

 

How Do I Vote?

 

Whether you plan to attend the annual meeting or not, we urge you to vote bysubmit a 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 or withheld for each nominee for director and whether your shares should be voted for, against or abstain with respect to each of the other proposals. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board’sBoard of Directors’ recommendations as noted below. Voting by proxy will not affect your right to attend the annual 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:submit your voting instructions:

 

·

By the Internet or by telephone.  Follow the instructions included in the proxy card to votesubmit a proxy by the Internet or telephone.

 

·

By mail.  If you received a proxy card by mail, you can votesubmit your instructions by mail by completing, signing, dating and returning the proxy card as instructed on the card. If you sign the proxy card but do not specify how you want your shares voted, they will be voted in accordance with the Board’sBoard of Directors’ recommendations as noted below.

 

·

In person atDuring the annual meeting.If you attend the meeting by visiting www.virtualshareholdermeeting.com/TLGT2021, you may deliver a completedvote and submit questions during the annual meeting (have your Important Notice Regarding the Availability of Proxy Materials or proxy card in person orhand when you may vote by completing a ballot, which will be available atvisit the meeting.website).

 

7

TelephoneInternet and Internettelephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on May 19, 2015.25, 2021.

 

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 will be able to submit a proxy via the Internet or by telephone. If your shares are not registered in your own name and you plan to vote your shares in person atduring the annual meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the annual meetingyou will be assigned a virtual control number in order to vote.vote your shares during the annual meeting. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/TLGT2021.

 

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

 

The Board of Directors recommends that you vote as follows:

 

·

“FOR” the election of the nominees for director;

 

·

“FOR” the amendmentapproval and adoption of a Certificate of Amendment to ourthe Amended and Restated Certificate of Incorporation as amended;

of the Company (the “Reverse Stock Split Charter Amendment”) to approve a reverse stock split of the common stock of the Company at a ratio to be determined by the Board within a range of between one-for-three and one-for-five, and publicly announced by the Company prior to the effectiveness of the Reverse Stock Split Charter Amendment;  

 

	·	“FOR” the approval and adoption of the Second Amended and Restated Certificate of Incorporation of the Company (the “Proposed Second Amended and Restated Certificate of Incorporation”), which includes the below changes as separate proposals;
	·	“FOR” the approval of the issuanceamendment in the Proposed Second Amended and Restated Certificate of Incorporation that grants the Board of Directors sole authority to determine the size of the Board of Directors and to fill vacancies and newly created directorships on the Board of Directors;
	·	“FOR” the approval of the amendment in the Proposed Second Amended and Restated Certificate of Incorporation that eliminates the ability of stockholders to act by written consent or electronic transmission;

·

“FOR” the approval of the amendment in the Proposed Second Amended and Restated Certificate of Incorporation that eliminates the rights of holders of our common stock upon conversionto vote on any amendment that relates solely to the terms of  one or more outstanding series of our convertible senior notes due 2019;

preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon;

 

	·	“FOR” the approval, effective immediately following the effectiveness of a reverse stock split at a ratio of at least one-for-three, the 2021 Omnibus Incentive Plan (the “2021 Plan”);
	·	“FOR” approval, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement;
	·	“FOR” the ratification of the selection of EisnerAmper LLPGrassi & Co. CPAs, P.C. as our independent registered public accounting firm for our fiscal year ending December 31, 2015;2021; and

 

·

“FOR” the compensationapproval of our named executive officers, as disclosed in this proxy statement.one or more adjournments of the annual meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the annual meeting to approve the proposals or if there is not a quorum.

 

If any other matter is presented at the annual meeting or any adjournment or postponement thereof, your proxy provides that your shares will be voted by the proxy holder listed in the proxy in accordance with his or her best judgment. At the time this proxy statement was first made available, we knew of no matters that needed to be acted on at the annual meeting, other than those discussed in this proxy statement.

 

May I Change or Revoke My Proxy?

 

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

 

·

if you received a proxy card, by signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above;

 

·

by re-votingre-submitting your voting instructions by the Internet or by telephone as instructed above;

 

·

by notifying the Corporate Secretary of IGI Laboratories, Inc.Teligent in writing before the annual meeting that you have revoked your proxy; or

 

·

by attending the annual meeting in person and voting in person.voting. Attending the annual meeting in person will not in and of itself revoke a previously submitted proxy. You must specifically request at the annual meeting that it be revoked.

 

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

 

What if I Receive More Than One Important Notice Regarding the Availability of Proxy Materials or Proxy Card?

 

You may receive more than one Important Notice Regarding the Availability of Proxy Materials 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.

 

8

Will My Shares be Voted if I Do Not Vote?

 

If your shares are registered in your name or if you have stock certificates, they will not be counted if you do not vote as described above under “How“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 only on the ratification of the appointment of our independent registered public accounting firm (Proposal 46 of this proxy statement) without receiving instructions from you.^. Therefore, we encourage you to provide voting instructions to your bank, broker or other nominee. This ensures your shares will be voted at the annual meeting and in the manner you desire. A “broker non-vote” will occur if your broker cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker chooses not to vote on a matter for which it does have discretionary voting authority.

 

Your bank, broker or other nominee does not have the ability to vote your uninstructed shares in the election of directors. Therefore, if you hold your shares in street name, it is critical that you cast your vote if you want your vote to be counted for the election of directors (Proposal 1 of this proxy statement). In the past, if you held your shares in street name and you did not indicate how you wanted your shares to be voted in the election of directors, your bank, broker or other nominee was allowed to vote your shares on your behalf in the election of directors as it deemed appropriate. In addition, your bank, broker or other nominee is prohibited from voting your uninstructed shares on any matters related to executive compensation, an amendment to our Amended and Restated Certificate of Incorporation to increase authorized shares of common stock and the issuance of shares of common stock upon conversion of our convertible senior notes due 2019. Thus, if you hold your shares in street name and you do not instruct your bank, broker or other nominee how to vote in the election of directors or on matters related to executive compensation, the amendment to our Amended and Restated Certificate of Incorporation and the issuance of shares of common stock upon conversion of our convertible senior notes due 2019, no votes will be cast on these proposals on your behalf.

What Vote is Required to Approve Each Proposal and How are Votes Counted?

 

Proposal 1: ElectElection of Directors		The nominees for director who receive the most votes (also known as a “plurality” of the votes cast) will be elected. You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one or more of the nominees. Votes that are withheld will not be included in the vote tally for the election of the directors.directors and will have no effect on the results of this vote. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of the directors. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.
Proposal 2: ApproveApproval of a Certificate of Amendment to ourthe Amended and Restated Certificate of Incorporation of the Company to effect a reverse stock split of the common stock of the Company		The affirmative vote of the holders of a majority of the outstanding voting power of all common stock entitled to vote on the proposal is required to approve and adopt a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Reverse Stock Split Charter Amendment”) to effect a reverse stock split of the common stock of the Company at a ratio to be determined by the Board within a range of between one-for-three and one-for-five, and publicly announced by the Company prior to the effectiveness of the Reverse Stock Split Charter Amendment. Abstentions will have the same effect as a vote against this proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have the effect of a vote against this proposal.
Proposal 3(a): Approval of the Second Amended and Restated Certificate of Incorporation of the Company		The affirmative vote of the holders of a majority of the outstanding voting power of all common stock entitled to vote on the proposal is required to approve and adopt the Second Amended and Restated Certificate of Incorporation of the Company (the “Proposed Second Amended and Restated Certificate of Incorporation”). Abstentions will have the same effect as a vote against this proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have the effect of a vote against this proposal.

Proposal 3(b): Approval of the amendment in the Proposed Second Amended and Restated Certificate of Incorporation that grants the Board of Directors sole authority to determine the size of the Board of Directors and to fill vacancies and newly created directorships on the Board of Directors		The affirmative vote of the holders of a majority of the holdersoutstanding voting power of the Company’sall common stock entitled to vote on the proposal is required to approve the amendment to ourin the Proposed Second Amended and Restated Certificate of Incorporation.Incorporation that grants the Board of Directors sole authority to determine the size of the Board of Directors and to fill vacancies and newly created directorships on the Board of Directors. Abstentions and broker non-voteswill have the same effect as a vote against this proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as votesa broker non-vote. Such broker non-votes will have the effect of a vote against this proposal.
Proposal 3:3(c): Approval of the issuanceamendment in the Proposed Second Amended and Restated Certificate of our common stock upon conversionIncorporation that eliminates the ability of our convertible senior notes due 2019stockholders to act by written consent or electronic transmission		The affirmative vote of the holders of a majority of the outstanding voting power of all common stock entitled to vote on the proposal is required to approve the amendment in the Proposed Second Amended and Restated Certificate of Incorporation that eliminates the ability of stockholders to act by written consent or electronic transmission. Abstentions will have the same effect as a vote against this proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have the effect of a vote against this proposal.
Proposal 3(d): Approval of the amendment in the Proposed Second Amended and Restated Certificate of Incorporation that eliminates the rights of holders of our common stock to vote on any amendment that relates solely to the terms of  one or more outstanding series of our preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon		The affirmative vote of the holders of a majority of the Company’soutstanding voting power of all common stock entitled to voteisvote on the proposal is required to approve the issuanceamendment in the Proposed Second Amended and Restated Certificate of Incorporation that eliminates the rights of holders of our common stock upon conversionto vote on any amendment that relates solely to the terms of  one or more outstanding series of our convertible senior notes due 2019.preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon. Abstentions andwill have the same effect as a vote against this proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will be treated asvoteshave the effect of a vote against this proposal.
Proposal 4: Approval of the Teligent, Inc. 2021 Omnibus Incentive Plan		The affirmative vote of the holders of a majority of the total votes cast in person via attendance at the annual meeting or by proxy at the annual meeting is required to approve, effective immediately following the effectiveness of a reverse stock split at a ratio of at least one-for-three, the 2021 Omnibus Incentive Plan (the “2021 Plan”). Abstentions will have the same effect as a vote against this proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have the effect of a vote against this proposal.
Proposal 5: Approve on an Advisory Basis the Compensation of our Named Executive Officers		The affirmative vote of the holders of a majority of the total votes cast in person via attendance at the annual meeting or by proxy at the annual meeting is required to approve, on an advisory basis, the compensation of our named executive officers as described in this proxy statement. Abstentions will have no effect on the outcome of this vote. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote. Although the advisory vote is non-binding, the Organization and Compensation Committee and our Board of Directors will review the voting results and take them into consideration when making future decisions regarding executive compensation.

 

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Proposal 4:6: Ratify Selection of Independent Registered Public Accounting Firm		The affirmative vote of the holders of a majority of the sharestotal votes cast affirmativelyin person via attendance at the annual meeting or negativelyfor this proposalby proxy at the annual meeting is required to ratify the selection of our independent registered public accounting firm. Abstentions will have no effect on the results of this vote. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote. We are not required to obtain the approval of our stockholders to select our independent registered public accounting firm. However, if our stockholders do not ratify the selection of EisnerAmper LLPGrassi & Co. CPAs, P.C. as our independent registered public accounting firm for 2015, our2021, the Audit Committee of our Board of Directors will reconsider its selection.
Proposal 5:7: Approve an Advisory Vote onone or more adjournments of the Compensationannual meeting, if necessary or appropriate, to permit further solicitation of our Named Executive Officersproxies if there are not sufficient votes at the time of the annual meeting cast in favor of the proposals or if there is not a quorum		The affirmative voteFor this proposal to be approved, a majority of the votes cast must be voted FOR such proposal unless there is not a quorum at the annual meeting, in which case, this proposal must be approved by the holders of a majority of the voting power represented by the shares cast affirmativelypresent, in person (virtually) or negativelyforby proxy, at the annual meeting. If a quorum is present at the annual meeting, abstentions will have no effect on this proposalproposal. If a quorum is required to approve, on an advisory basis,not present at the compensation of our named executive officers,annual meeting, abstentions will have the same effect as described in this proxy statement.  Abstentions will be treated as votesa vote against this proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have nothe effect on the results of a vote against this vote.  Although the advisory vote is non-binding, the Organization and Compensation Committee and the Board of Directors will review the voting results and take them into consideration when making future decisions regarding executive compensation.proposal.

Is Voting Confidential?

We will keep all the proxies, ballots and voting tabulations private. We only let our Inspector of Election examine these documents. Management will not know how you voted on a specific proposal 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 Annual Meeting?

 

The preliminary voting results will be announced at the annual meeting, and we will publish preliminary, or final results, if available, in a Current Report on Form 8-K (the “Form 8-K”) within four business days of the annual 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.

 

What Are the Costs of Soliciting these Proxies?

 

We will pay all of the costs of soliciting these proxies. We haveThe Company has engaged Morrow & Co.MacKenzie Partners, Inc., LLC, 470 West Ave., Stamford, Connecticut 06902,a proxy solicitation firm, to assist us within the solicitation and to assist stockholders in voting their shares. Any stockholder requiring assistance in voting their shares may contact MacKenzie Partners at 800-322-2885 (Toll Free), 212-929-5500 (Call Collect) or via email at proxy@mackenziepartners.com. 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 proxies for a fee of $5,500, plus expenses.  In addition, ourmailing 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 expenses.reasonable out-of-pocket costs.

 

What Constitutes a Quorum for the Annual Meeting?

 

The presence, in personvia attendance at the virtual annual meeting 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 annual meeting is necessary to constitute a quorum at the annual meeting. Votes of stockholders of record who are present at the annual meeting in person via attendance at the virtual annual meeting or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists.

 

Why Are You Holding a Virtual Annual 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 year’s annual 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 annual meeting so they can ask questions of our board of directors or management. Just like we did during our in-person meetings and during the live Q&A session of the annual meeting, we may answer questions as they come in to the extent relevant to the business of the annual meeting, as time permits.

Attending the Annual Meeting

 

The annual meeting will be heldconvene at 10:00 a.m.ona.m. Eastern Time on Wednesday, May 20, 2015,26, 2021. In order to participate in the annual meeting live via the Internet, you must register at the offices ofMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. When you arrivewww.virtualshareholdermeeting.com/TLGT2021 beginning at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., signs will direct you to the appropriate meeting rooms.9:45 a.m. Eastern Time on May 26, 2021. You need not attend the annual meeting in order to vote. See “How Do I Vote?” above for more information.

 

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Even if you plan to attend the live webcast of the annual meeting, we encourage you to submit your voting instructions in advance by Internet, telephone or mail so that your vote will be counted even if you later decide not to attend the virtual annual meeting. A replay of the annual meeting, as well as any questions pertinent to meeting matters and management’s answers (including any questions that could not be answered during the annual meeting due to time constraints), will be made publicly available on our investor relations website promptly after the virtual annual meeting.

 

Householding of Annual Disclosure Documents

 

The rules of the Securities and Exchange Commission (the “SEC”) concerning the delivery of annual disclosure documents 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 Important Notices Regarding the Availability of Proxy Materials, 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 this year, but you would prefer to receive your own copy, 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 IGI’sTeligent’s proxy materials in future years, follow the instructions described below. Conversely, if you share an address with another IGIstockholderTeligent stockholder and together both of you would like to receive only a single set of proxy materials, follow these instructions:

 

·

If your IGITeligent shares are registered in your own name, please contact Broadridge Financial Solutions, Inc., and inform them of your request by calling them at 1-888-237-19001-866-540-7095 or writing them at 51 Mercedes Way, Edgewood, New York 11717.

	·	If a broker or other nominee holds your IGITeligent shares, please contact the broker or other nominee directly and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number.

 

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:

 

·

following the instructions provided on your proxy card;

	·	following the instructions provided when you vote over the Internet; or

	·	going towww.proxyvote.comand following the instructions provided.

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 29, 201531, 2021 for (a) the executive officers named in the Summary Compensation Table on page 2817 of this proxy statement, (b) each of our directors and director nominees, (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 March 29, 201531, 2021 pursuant to the exercise or vesting, as applicable, of optionsderivatives 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 52,827,453sharesshares of common stock outstanding on March 29, 2015.31, 2021. Except as otherwise indicated, the address of each of the persons in this table is c/o IGI Laboratories,Teligent, Inc., 105 Lincoln Avenue, PO Box 687, Buena, New Jersey 08310.

 

		Shares Beneficially Owned
Name and Address of Beneficial Owner		Number				Percent
5% or more Stockholders:
Life Sciences Opportunities Fund II, L.P.(1)(8)			1,494,873				2.8	%
Life Sciences Opportunities Fund (Institutional) II, L.P.(1)(8)			8,356,988				15.8	%
Signet Healthcare Partners, LLC(1)(8)			9,851,861				18.6	%
Janus Capital Management LLC(2)			5,335,342				10.1	%
Amzak Capital Management, LLC(3)			4,574,576				8.7	%
Allianz Global Investors U.S. LLC(4)			3,590,013				6.8	%
Allianz Global Investors U.S. Holdings LLC(4)			3,590,013				6.8	%
Stephen J. Morris(5)			2,843,849				5.4	%
Pembroke Management, LTD(6)			2,811,354				5.3	%
Directors and Named Executive Officers:
Jason Grenfell-Gardner(7)			988,338				1.8	%
James C. Gale(1)(8)			9,991,485				18.9	%
Narendra Borkar(9)			165,000				*
Bhaskar Chaudhuri(10)			130,000				*
Steven Koehler(11)							*
John Celentano(12)							*
Jenniffer Collins(13)			244,706				*
All current executive officers and directors as a group (8 persons) (1)(7)(8)(9)(10)(11)(12)(13)			11,519,529				21.8	%

Name and Address of Beneficial Owner		Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned
5% or Greater Stockholders
None
Directors and Named Executive Officers
Timothy B. Sawyer(1)		37,500		*
Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.Jason Grenfell-Gardner(2)		6,029		*
Bhaskar Chaudhuri(3)		27,457		*
Steven Koehler(4)		22,625		*
John Celentano(5)		21,251		*
Carole S. Ben-Maimon, M.D.(6)		16,457		*
Thomas J. Sabatino, Jr.(7)		14,875		*
William S. Marth(8)		0		*
R. Carter Pate(9)		0		*
Philip K. Yachmetz(10)		0		*
Damian Finio(11)		3,000		*
All current executive officers and directors as a group (9 persons) (1)(3)(4)(5)(6)(7)(8)(9)(10)		140,165		*

 

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

 

(1)

Total aggregate ownershipConsists of the LOF Funds, as defined below, equals 9,851,861. However, the information provided in the table above is presented on the basis of the beneficial ownership of our37,500 shares of common stock by the LOF Funds as disclosed ina Schedule 13D filed by Life Sciences Opportunities Fund II, L.P. with the SEC on March 10, 2015, which reported ownership as of March 5, 2015. Life Sciences Opportunities Fund II, L.P. (“LOF”) directly holds 1,494,873 shares and Life Sciences Opportunities Fund (Institutional) II, L.P. (“LOF Institutional”, together with LOF, the “LOF Funds”) directly holds 8,356,988 shares, for a total of 9,851,861 securities that are held indirectly by Signet Healthcare Partners, LLC (“General Partner”), the general partner of each of the LOF Funds, James C. Gale, a director of ours, and the chief investment officer, a manager and member of the General Partner, the controlling member of the General Partner, SMW Investments I, LLC (“SMW”), and Don A. Sanders, Ben T. Morris and Donald V. Weir, the managing members of SMW. The 9,851,861 securities held by the LOF Funds are subject to shared voting power and shared dispositive power with the General Partner, Mr. Gale, SMW, Mr. Sanders, Mr. Morris and Mr. Weir. The General Partner, Mr. Gale, SMW, Mr. Sanders, Mr. Morris and Mr. Weir disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, if any. The address of each filer is Carnegie Hall Tower, 152 West 57th Street, 19th Floor, New York, NY 10019, except SMW, which is 600 Travis, Suite 5900, Houston, TX 77002.

(2)

This information is based solely on a Schedule 13G/A filed by Janus Capital Management LLC (“Janus Capital”) with the SEC on February 18, 2015, which reported ownership as of December 31, 2014. Janus Capital is an investment adviser or sub-advisor to its managed portfolios, including Janus Triton Fund. Janus Capital is the beneficial owner of 5,335,342 shares of IGI and has sole power to vote and dispose of all 5,335,342 shares. Janus Triton Fund is the beneficial owner of 2,665,784 shares and has the sole power to vote and dispose of all 2,665,784 shares. The address of Janus Capital and Janus Triton Fund is 151 Detroit Street, Denver, CO 80206.

(3)

This information is based solely on a Schedule 13G/A filed by Amzak Capital Management, LLC with the SEC on July 18, 2014, which reported ownership as of June 27, 2014. Includes shares held by Amzak Capital Management, LLC (“Amzak”), and Michael D. Kazma and Gerry Kazma, the managers of Amzak, who are deemed to share voting and investment power with respect to the shares held by Amzak. Each of Amzak, Michael D. Kazma and Gerry Kazma disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, if any. The address of Amzak, Michael D. Kazma and Gerry Kazma is 1 N. Federal Highway, Suite 400, Boca Raton, FL 33432.

(4)

Total aggregate ownership of Allianz, as defined below, equals 3,590,013. However, the information provided in the table above is presented on the basis of the beneficial ownership of our shares of common stock by Allianz as disclosed in a Schedule 13G filed by Allianz Global Investors U.S. Holdings LLC (“AGI Holdings”) with the SEC on February 13, 2015, which reported ownership as of December 31, 2014. Allianz Global Investors GmBH (“Allianz GmBH”), an affiliate of AGI Holdings, has sole voting and dispositive power over 354,827 shares. Allianz Global Investors U.S. LLC (“AGI US,” and, together with AGI Holdings and Allianz GmBH, “Allianz”) has sole voting power over 3,338,673 shares and sole dispositive power over 3,590,013 shares. Because AGI Holdings is the parent holding company of AGI US, it may be deemed to beneficially own the securities held by AGI US’s clients or accounts. The address of the AGI Holdings and AGI US is 680 Newport Center Drive, Suite 250, Newport Beach, CA 92660.

(5)

This information is partially based on a Form 4 filed with the SEC on July 7, 2009. Includes 2,546,855 shares which Mr. Morris owns jointly with his wife and 200 shares owned directly by his wife. Excludes 160,765 shares which are owned by Mr. Morris’ children as Mr. Morris disclaims beneficial ownership of such shares due to his children’s attainment of the age of majority. The address of Mr. Morris is 66 Navesink Avenue, Rumson, NJ 07760.

(6)

This information is based solely on an Schedule 13G filed by Pembroke Management, LTD with the SEC on February 9, 2015, which reported ownership as of December 31, 2014.Pembroke's address is 1002 Sherbrooke Street West, Suite 1700, Montreal, Quebec H3A 354, Canada.

(7)

Includes 163,338shares of common stock held by Mr. Grenfell-Gardner, 691,666shares of common stockSawyer which may be acquired pursuant to stock options exercisable within 60 days after March 29, 2015, 25,000 shares of common stock which may be acquired pursuant to restricted stock units (“RSUs”) exercisable within 60 days after March 29, 2015 and 108,334 shares of restricted stock that have not vested and will not vest within 60 days of March 29, 2015.31, 2021. Does not include 81,250 shares underlying restricted stock units which have not vested and will not be exercisable within 60 days after March 29, 2015 or options to purchase 555,8341,112,500 shares of our common stock which have not vested and will not be exercisable within 60 days after March 29, 2015.31, 2021.

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(8)(2)

Includes 19,624sharesConsists of 6,029 shares of common stock held by Mr. Gale and 120,000shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 29, 2015. Does not include options to purchase 35,000shares of our common stock which have not vested and will not be exercisable within 60 days after March 29, 2015.Grenfell-Gardner. Mr. Grenfell-Gardner resigned on February 4, 2020.

 

(9)(3)

Includes 165,000sharesConsists of 1,000 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 29, 2015. Does not include options to purchase 30,000shares of our common stock which have not vestedheld by Mr. Chaudhuri and will not be exercisable within 60 days after March 29, 2015.

(10)

Includes 130,00026,457 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 29, 2015.31, 2021. Does not include options to purchase 25,000shares of our common stock which have not vested and will not be exercisable within 60 days after March 29, 2015.

(11)

Does not include options to purchase 65,000shares of our common stock which have not vested and will not be exercisable within 60 days after March 29, 2015.

(12)

Does not include options to purchase 30,0002,000 shares of our common stock which have not vested and will not be exercisable within 60 days after March 29, 2015.31, 2021.

 

(13)(4)

Includes 12,206sharesConsists of 500 shares of common stock held by Ms. Collins, 225,000Mr. Koehler and 22,125 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 29, 2015 and 7,500 shares of common stock which may be acquired pursuant to RSUs exercisable within 60 days after March 29, 2015.31, 2021. Does not include 31,500 shares underlying restricted stock units which have not vested and will not be exercisable within 60 days after March 29, 2015 or options to purchase 90,0002,000 shares of our common stock which have not vested and will not be exercisable within 60 days after March 29, 2015.31, 2021.

 

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(5)

Consists of 2,000 shares of common stock held by Mr. Celentano and 19,251 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 31, 2021. Does not include options to purchase 2,000 shares of our common stock which have not vested and will not be exercisable within 60 days after March 31, 2021.

MANAGEMENT AND CORPORATE GOVERNANCE

Our Board of Directors

On March 27, 2015,11, 2021, our Board of Directors accepted the recommendation of the Nominating and Corporate Governance Committee and voted to nominate Jason Grenfell-Gardner, Narendra N. Borkar, Bhaskar Chaudhuri, Steven Koehler, James C. GaleTimothy B. Sawyer, John Celentano, Carole S. Ben-Maimon, M.D., William S. Marth, R. Carter Pate and John CelentanoThomas J. Sabatino, Jr. for election at the annual meeting for a term of one year to serve until the 20162022 annual meeting of stockholders, and until their respective successors have been elected and qualified, or until his or her earlier resignation or removal. Bhaskar Chaudhuri and Steven Koehler, who currently serve on our Board of Directors, are not seeking reelection.

Set forth below are the names of the persons nominated as directors, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years. Additionally, information about the specific experience, qualifications, attributes or skills that led to our Board of Directors’ conclusion at the time of filing of this proxy statement that each person listed below should serve as a director is set forth below:

Our Board of Directors has reviewed the materiality of any relationshipall direct and indirect relationships that each of our directors has with IGI, either directly or indirectly.Teligent. Based upon this review, our Board of Directors has determined that the following members of the Board of Directors are “independent directors” as defined by NYSE MKT: James C. Gale, Narendra N. Borkar, Bhaskar Chaudhuri, Steven Koehlerthe Nasdaq Listing Rules: John Celentano, Carole S. Ben-Maimon, M.D., William S. Marth, R. Carter Pate and John Celentano.

Jason Grenfell-GardnerTimothy B. Sawyer – President, Chief Executive Officer and Director

Jason Grenfell-Gardner,Timothy B. Sawyer, age 40,55, has served asPresident andas Chief Executive Officer of IGI Laboratories, Inc. since July 30, 2012 and has served as a member of our Board of Directors since 2012.February 4, 2020. Prior to joining IGI,Teligent, from 1993 through 2009, Mr. Grenfell-Gardner spent over eight yearsSawyer held a variety of senior executive positions in general management, marketing and sales at Hikma Pharmaceuticals, PLC,Barr Laboratories. From 2008 through 2009, Mr. Sawyer served as Executive Vice President, Global Generic Sales and its subsidiaries, including West-Ward Pharmaceutical Corp.Marketing and led a team of nearly 2,000 employees in the United States. He25 countries. Subsequent to his experience at Barr Laboratories, from 2009 through 2012, Mr. Sawyer served in a number of roles, most recently as Senior Vice President, of Sales and MarketingCorporate Strategic Development at Mylan. More recently, from 2008 to June 2012. Before joining Hikma and beginning in 1998,January 2014 through September 2017, Mr. Grenfell-Gardner worked throughout Central and Eastern Europe as a partner at Trigon Capital, a boutique investment bank, focused on mergers and acquisitions. During his time in that region, Mr. Grenfell-GardnerSawyer served as chairmanPresident, Retail Medicine of 1-800-Doctors, Inc. and from September 2017 through July 2019, he served as Chief Executive Officer of Geritrex, LLC, a private equity backed developer, manufacturer and marketer of generic over the board of directors of AB Sanitas, as well as other board positions.counter pharmaceuticals. Mr. Grenfell-GardnerSawyer holds an M.A. (Hons)a B.A. in EconomicsPolitical Science from the University of St. Andrews in Scotland and an MBA from INSEAD.Richmond. We believe Mr. Grenfell-Gardner’sSawyers’s qualifications to serve as Chief Executive Officer and on the Board of Directors include his experience as a pharmaceutical executive and his experience in the commercialization of pharmaceutical products.

Narendra N. BorkarJohn Celentano – Director,

Narendra N. Borkar, age 74, has served as a member of our Board of Directors since 2009. Since 2006, Mr. Borkar has been employed as an independent consultant in the pharmaceuticals industry. From 2004 to 2006, he served as Chief Executive Officer of Aurobindo Pharma USA, Inc. From 1997 to 2003, he served as Chief Executive Officer of Caraco Pharmaceutical Laboratories, Ltd. From 1981 to 1997, he served in various senior roles for Novartis AG (formerly Ciba Geigy Corp.), from 1979 to 1981 as General Manager of Apte Amalgamations Ltd., and from 1976 to 1979 as an Engineer for Hoffmann-La Roche AG. Prior to that time, he served as a Project Manager for Union Carbide Corp. and Merck & Company, Inc. Mr. Borkar holds a B.S. in Chemical Engineering from Bombay University, an M.S. from the University of Detroit, and an MBA from Rutgers, the State University of New Jersey. We believe Mr. Borkar’s qualifications to serve on the Board of Directors include his years of experience in the pharmaceutical industry, including prior positions in various senior executive roles at pharmaceutical companies.

Bhaskar Chaudhuri – Director

Bhaskar Chaudhuri, age 60, has served as a member of our Board of Directors since 2010. Mr. Chaudhuri has more than 20 years’ experience in pharmaceutical management, research and development. Since June 2011, he has been the Operating Partner at Frazier Healthcare Ventures. Prior to that time, Mr. Chaudhuri served as President of Valeant Pharmaceuticals International, Inc. from January 2009 to September 2010. Prior to joining Valeant, Mr. Chaudhuri served for seven years as President and Chief Executive Officer of Dow Pharmaceutical Sciences, Inc. and as a member of its board of directors from 2003 to 2008, at which time Dow was acquired by Valeant. Prior to that, Mr. Chaudhuri served as Executive Vice President of Scientific Affairs at Bertek Pharmaceuticals, Inc., a subsidiary of Mylan N.V., from 1998 to 2000. Prior to his positions at Bertek, Mr. Chaudhuri served as the General Manager of the Dermatology Division of Mylan. Mr. Chaudhuri joined Mylan through the acquisition of Penederm, Inc., where he worked from 1992 to 1998 in a number of senior positions before becoming the Vice President of Research and Development. Mr. Chaudhuri serves on the boards of directors of Corium International, Inc., Silvergate Pharmaceuticals, Inc. and Thesan Pharmaceuticals, Inc. Mr. Chaudhuri holds a B.S. in Pharmacy and an M.S. in Industrial Pharmacy from Jadavpur University and a Ph.D. in Pharmaceutics from the University of Louisiana. We believe Mr. Chaudhuri’s qualifications to serve on the Board of Directors include his many years of experience in the pharmaceutical industry, including his prior positions in senior executive roles at major pharmaceutical companies.

Steven Koehler – Director

Steven Koehler, age 64, has served as a member of our Board of Directors since October 13, 2014.  Mr. Koehler retired from Merck & Co., Inc. in September 2011 where, from November 2009 to September 2011, he served as Vice President, Schering-Plough Controller and Special Projects, and was a member of the Finance Senior Leadership Team.  From March 2006 to November 2009, Mr. Koehler served as Vice President, Corporate Controller of Schering-Plough Corporation, where he also served as Chief Accounting Officer and led the finance integration after Schering-Plough’s acquisition of Organon International B.V.  Prior to his positions at Schering-Plough, Mr. Koehler served in several capacities at The Medicines Company, including Senior Vice President and Chief Financial Officer, from 2004 through 2006, and Vice President, Finance and Business Administration, from 2002 to 2004.  From 2001 to 2002, Mr. Koehler was Vice President, Finance and Chief Financial Officer, of Vion Pharmaceuticals, Inc.  Prior to his position at Vion, Mr. Koehler served in a number of senior finance positions at Knoll Pharmaceuticals, Inc. and Knoll AG between 1995 and 2001.  Mr. Koehler was Vice President, Finance and Treasurer, of Boots Pharmaceuticals, Inc. from 1993 to 1995. From 1977 to 1993, he held positions in finance and accounting with the American Hospital Supply Corporation, then with Baxter International, Inc. after the two companies merged in 1985.  Mr. Koehler began his career with Arthur Andersen LLP in Chicago from 1973 to 1977.  Mr. Koehler is a Certified Public Accountant and holds a B.A. from Duke University and an MBA from the Kellogg Graduate School of Management, Northwestern University. We believe Mr. Koehler’s qualifications to serve on the Board of Directors include his many years of experience in the pharmaceutical industry, including his senior leadership positions at several pharmaceutical companies, as well as his extensive financial experience.

James C. Gale – Director

James C. Gale, age 65, has served as a member of our Board of Directors since 2009. Mr. Gale is the Founding Partner of Signet Healthcare Partners and currently serves as its Managing Director. Prior to founding Signet in 1999, from 1991 to 1998, Mr. Gale was head of principal investment activities and investment banking at Gruntal & Co., LLC. Prior to joining Gruntal, Mr. Gale originated and managed private equity investments for Home Insurance Co., Gruntal’s parent company, from 1989 to 1994. Mr. Gale is currently the Chairman of the Board of Alpex Pharma SA. He also serves on the boards of directors of Bion Pharmaceuticals, Inc., Pfenex Inc. and SpePharm AG, and serves as lead director of Knight Therapeutics Inc. Mr. Gale holds a B.A. from the University of Arizona and an MBA from the University of Chicago. We believe Mr. Gale’s qualifications to serve on the Board of Directors include his investment experience, his role as the head of principal investment activities at Gruntal & Co., LLC, as well as his experience as a director of pharmaceutical companies.

John Celentano – Director

John Celentano, age 55,61, has served as a member of our Board of Directors since March 2015.2015 and Chairman of the Board since July 2020. Mr. Celentano iscurrently works as an advisor to the pharmaceutical industry.  He retired from Bristol-Myers Squibb Company on July 1,in 2013 where he served as Senior Viceheld senior leadership positions including: President, Amylin Integration Leader from July 2012 to June 2013Bristol-Myers Squibb Healthcare Group (Mead Johnson Nutrition, ConvaTec, and as Senior ViceMedical Imaging); Regional President roles in Emerging Markets/Asia Pacific, Latin America/Canada, and UK/Northern Europe; and SVP of Human Resources, Public Affairs and Philanthropy from March 2010 to June 2012.  Mr. CelentanoResources.  He serves on the boards of directorsBoards of privately held JJ White Inc. and YourEncore Inc., as well as The Pennington School. Mr. Celentano additionally serves as Vice-Chairman of the board of directors of Catholic Medical Mission Board, an international nonprofit healthcare organization.not-for-profit CMMB. Mr. Celentano holds a B.A. from the University of Delaware and an MBA from Drexel University. We believe Mr. Celentano’s qualifications to serve on the Board of Directors include his extensive experience in the pharmaceutical industry.

Carole S. Ben-Maimon, M.D. – Director

Carole S. Ben-Maimon, M.D., age 62, has served as a member of our Board of Directors since March 2016. Dr. Ben-Maimon is currently a director, President and Chief Executive Officer of Larimar Therapeutics, Inc. (formerly Zafgen, Inc.), which completed a business combination with Chondrial Therapeutics, Inc., effective May 28, 2020, with Chondrial surviving as a wholly owned subsidiary of Larimar. Larimar Therapeutics, Inc. focuses on developing therapies for complex rare diseases, specifically Friedreich's Ataxia. Prior to the consummation of the merger and from December 2016, Dr. Ben-Maimon served as Chondrial Therapeutics, Inc.’s President, Chief Executive Officer and a member of its Board. Prior thereto and from 2014 to 2016 Dr. Ben-Maimon served as a consultant at CSGB Consulting, LLC. From September 2011 to November 2014, Dr. Ben-Maimon served as President of the generic products division of Impax Laboratories, Inc. Prior to that, she served as Senior Vice President, Corporate Strategy, at Qualitest Pharmaceuticals, Inc. from July 2009 to July 2010. Prior to her role at Qualitest, she served as Founder, President and Chief Executive Officer and director of Alita Pharmaceuticals, Inc., an early stage, privately held specialty pharmaceutical company, from September 2006 to June 2009. Dr. Ben-Maimon also held executive positions with and served as a member of the board with Barr Pharmaceuticals from 2001 to 2006, including as President and Chief Operating Officer of Duramed Research, Inc. (a wholly-owned subsidiary of Barr Pharmaceuticals Inc.). Dr. Ben-Maimon also held executive positions with Teva Pharmaceuticals USA, where she served as Senior Vice President, Science and Public Policy, from 2000 to 2001, Senior Vice President, Research and Development, from 1996 to 2000 and Vice President, Medical and Regulatory Affairs, with Lemmon Company (a wholly owned subsidiary of Teva Pharmaceuticals, Inc.) from 1993 to 1996. She served as the Chairman of the board of the Generic Pharmaceutical Association from 1999 to 2002. Dr. Ben-Maimon is a graduate of Thomas Jefferson Medical College and received a Bachelor of Arts in biology from The University of Pennsylvania, where she graduated magna cum laude. She completed clinical and research training in internal medicine and nephrology at Thomas Jefferson University. We believe that Dr. Ben-Maimon’s qualifications to serve on the Board of Directors include her years of experience in the pharmaceutical industry, including prior positions in various senior executive roles at pharmaceutical companies.

William S. Marth – Director

William S. Marth, age 66, has served as a member of our Board of Directors since February 2021. Mr. Marth serves as the Managing Partner of North Ocean Ventures, LLC, a consulting firm that helps pharmaceutical businesses realize their full potential. From 2018 to 2020, Mr. Marth has served as the President and Chief Executive Officer of North America and Europe for Avet Pharma Holdings Inc., a wholly owned subsidiary of Emcure Pharmaceuticals Ltd. Mr. Marth served as President and Chief Executive Officer of Albany Molecular Research Inc. from January 2014 until January 2018. Mr. Marth served as a Director of Albany Molecular Research Inc. and as chairman of its board of directors from June to December 2013. Prior to this, Mr. Marth served in various senior leadership roles at Teva Pharmaceutical Industries Ltd., including President and Chief Executive Officer of Teva Pharmaceuticals – Americas, as well as CEO of Teva North America and CEO of Teva USA. In addition, he was a member of Teva’s global executive management team from 2007 to 2012. Mr. Marth has served and continues to serve on a number of private and charitable Boards. Mr. Marth earned his Bachelor of Science in Pharmacy from the University of Illinois and his M.B.A. from the Keller Graduate School of Management, DeVry University. We believe Mr. Marth’s qualifications to serve on the Board of Directors include his many years of experience in the generic pharmaceutical and contract manufacturing industries.

R. Carter Pate – Director

R. Carter Pate, age 66, has served as a member of our Board of Directors since February 2021. Mr. Pate is the founder and Chief Executive Officer of Carter Pate, LLC, a Family Private Equity Investment Company, and has served as a board member to public and private boards of directors since 2014. He is the former Chief Executive Officer of Providence Service Corp DBA LogistiCare, the largest non-emergency medical logistics company for Medicare and Medicaid. Mr. Pate currently serves on the Board of Optioncare Health and was the Chairman of the Board of its predecessor, BioScrip Inc. He also serves as a member of the Board, the Chairman of its Compensation Committee, and a member of the Audit Committee for Advanced Emissions Solutions. Mr. Pate served as a member of the board of directors of Red Lion Hotels Corporation from May 2019 until March 2021. Prior to these roles, Mr. Pate had a career with PricewaterhouseCoopers spanning nearly two decades, including his service as a Global/United States Managing Partner of U.S. Advisory and later the Health Care practice leader. He is a co-author of The Phoenix Effect: Nine Revitalizing Strategies No Company Can Do Without, originally published in 2002 and translated into five languages. Mr. Pate holds certifications as a Certified Public Accountant and Certified Forensic Public Accountant. Mr. Pate obtained his undergraduate degree in Accounting from Greensboro College and a Masters in Accounting and Information Management from the University of Texas at Dallas. We believe Mr. Pate’s qualifications to serve on the Board of Directors include his extensive financial experience and senior leadership roles with Pricewaterhouse Coopers, and service as a member of both public and private boards.

Thomas J. Sabatino, Jr. – Director

Thomas J. Sabatino, Jr., age 62, has served as a member of our Board of Directors since September 2017. Since February 15, 2020, Mr. Sabatino has served as Executive Vice President, General Counsel and Corporate Secretary of Tenneco, Inc., a designer, manufacturer and marketer of automotive products for original equipment and aftermarket customers. From April 2016 to December 2018, Mr. Sabatino served as Executive Vice President and General Counsel of Aetna Inc. with worldwide responsibility for leading its legal operations, including formulating corporate legal policy. Prior to joining Aetna, Mr. Sabatino worked for Hertz Global Holdings, Inc., where he served as Senior Executive Vice President, Chief Administrative Officer and General Counsel. He joined Hertz in 2015 after serving as Executive Vice President, Global Legal and Chief Administrative Officer of Walgreens Boots Alliance. Previously, in 2010, Mr. Sabatino was Executive Vice President and General Counsel of UAL Corporation and United Airlines, Inc., and was Executive Vice President and General Counsel of Schering-Plough Corporation from 2004 through 2009. He also has held General Counsel positions at Baxter International and American Medical International. Mr. Sabatino has received numerous awards from his peers, including Inside Counsel’s Transformative Leader Award (2012), the National Bar Association Gertrude E. Rush Award (2013) and the Equal Justice Works Scales of Justice Award (2014). He is Co-Chair of the Board of Directors of the Humane Society of the United States. He serves on the Board of Overseers for the University of Pennsylvania Law School and the Board of Directors of the International Institute for Conflict Prevention and Resolution. Mr. Sabatino earned his law degree from the University of Pennsylvania and his undergraduate degree from Wesleyan University in Connecticut. We believe Mr. Sabatino’s qualifications to serve on the Board of Directors include his many years of experience in the legal profession and his senior leadership positions of several healthcare companies.

Committees of the Board of Directors and Meetings

Meeting Attendance.During the fiscal year ended December 31, 2014,2020, there were sixmeetings31 meetings of our Board of Directors, and the various committees of the Board of Directors met a total of seven14 times. No director attended fewer than 75% of the total number of meetings of the Board and of committees of the Board on which he or she served during fiscal 2014.2020. The Board of Directors has adopted a policy under which each member of the Board of Directors is strongly encouraged to attend each annual meeting of our stockholders. All of our directors attended our annual meeting of stockholders held in 2014.2020.

Audit Committee.Our Audit Committee met fiveten times during fiscal 2014.2020. This committee currently has three members,five members: Steven Koehler (Chairman), Bhaskar ChaudhuriCarole S. Ben-Maimon, M.D., John Celentano, R. Carter Pate, and John Celentano.Thomas J. Sabatino, Jr. Our Audit Committee’s role and responsibilities are set forth in the Audit Committee’s written charter and include the authority to retain and terminate the services of our independent registered public accounting firm. In addition, the Audit Committee reviews annual financial statements, considers matters relating to accounting policy and internal controls, and reviews the scope of annual audits. All members of the Audit Committee satisfy the current independence standards promulgated by the SEC and by the NYSE MKT,Nasdaq Listing Rules, as such standards apply specifically to members of audit committees. The Board of Directors has determined that Mr. Koehler is an “audit committee financial expert,” as the SEC has defined that term in Item 407 of Regulation S-K. Please also see the report of the Audit Committee set forth elsewhere in this proxy statement.

A copy of the Audit Committee’s written charter is publicly available on our website atwww.igilabs.comwww.teligent.com.

Organization and Compensation Committee. Our Organization and Compensation Committee met oncethree times during fiscal 2014.2020. This committee currently has three members, Narendra Borkarfour members: Thomas J. Sabatino, Jr. (Chairman), James C. GaleJohn Celentano, Bhaskar Chaudhuri, and John Celentano.William S. Marth. Our Organization and Compensation Committee’s role and responsibilities are set forth in the Organization and Compensation Committee’s written charter, and includes reviewing, approving and making recommendations regarding our compensation policies, practices and procedures to ensure that legal and fiduciary responsibilities of the Board of Directors are carried out and that such policies, practices and procedures contribute to our success. Our Organization and Compensation Committee also administers our 20092016 Equity Incentive Plan, as amended (the “20092016 Plan”), and will administer the 2021 Omnibus Incentive Plan if approved by our 1999 Director Stock Option Plan, as amended (the “1999 Director Plan”).stockholders. The Organization and Compensation Committee is responsible for the determination ofdetermining the compensation of our chief executive officer, and shall conductconducts its decision makingdecision-making process with respect to that issue without the chief executive officer present. All members of the Organization and Compensation Committee qualify as independent under the definition promulgated by the NYSE MKT.Nasdaq Listing Rules.

The Organization and Compensation Committee has the authority to directly retaindid not utilize the services of any consulting firm to assist in fulfilling its responsibilities and to approve any fee arrangements for work performed. The Compensation Committee’san independent compensation consultant duringin fiscal year 2014 was the Hay Group (the “Hay Group”). The Hay Group was engaged by, and reported directly to,2020. On January 18, 2021, after a through selection process, the Organization and Compensation Committee engaged Willis Towers Watson to serve as the Committee’s compensation advisor, which had the sole authority to hire or fire them and to approve fee arrangements for work performed. The Hay Group assisted the Organization and Compensation Committeeis discussed in fulfilling its responsibilities under its charter, including advising on proposed compensation packages for executive officers, compensation program design and market practices generally. more detail below.

The Organization and Compensation Committee authorizedreviews our compensation programs, analyzes market data, and evaluates our compensation programs, including measuring the Hay Group to interact with management on behalfcompetitiveness of the Organization and Compensation Committee, as needed, in connection with advising the Organization and Compensation Committee, and the Hay Group was included in discussions with management and, when applicable, the Organization and Compensation Committee’s outside legal counsel on matters being brought to the Organization and Compensation Committee for consideration. As described in “Compensation Discussion and Analysis – Compensation Consultants,” the Hay Group assisted the Organization and Compensation Committee in defining the appropriate market of our peer companies for executive compensation and practices. The Hay Group also assisted the Organization and Compensation Committee in comparing our director compensation program and practices, against those of our peers. We used the information we obtained from the Hay Group primarily for evaluating our executive compensation practices, including measuring the competitiveness of our practices. The Organization and Compensation Committee has assessed the independence of the Hay Group pursuant to SEC rules and the corporate governance rules of the NYSE MKT and concluded that no conflict of interest existed that would have prevented the Hay Group from independently representing the Organization and Compensation Committee.

The Organization and Compensation Committee and, where applicable, the Chief Executive Officer reviewsreview the performance of each named executive officer in light of the above factors and determinesdetermine whether the named executive officer should receive any increase in base salary or receive a discretionary equity award based on such evaluation. During fiscal year 2014,2020, the Organization and Compensation Committee did not adhere to a formula or other quantitative measures with respect to compensation but rather relied on qualitative and subjective evaluations to determinedetermined the appropriate levels of compensation for our named executives.

Please also seeexecutives by evaluating and weighting the reportachievement of thecertain corporate goals. The Organization and Compensation Committee set forth elsewhere in this proxy statement.

also considered each executive’s weighted personal key performance indicator score, base salary, performance target, and bonus target. A copy of the Organization and Compensation Committee’s written charter is publicly available on our website atwww.igilabs.comwww.teligent.com.

Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee met once during fiscal 2014 and2020. This committee currently has two members,four members: Bhaskar Chaudhuri (Chairman), Carole S. Ben-Maimon, M.D., William S. Marth and James C. Gale.R. Carter Pate. The Nominating and Corporate Governance Committee’s role and responsibilities are set forth in the Nominating and Corporate Governance Committee’s written charter and include evaluating and making recommendations to the full Board of Directors as to the size and composition of the Board of Directors and its committees, evaluating and making recommendations as to potential candidates and evaluating current Board of Directors members’ performance. BothAll members of the Nominating and Corporate Governance Committee qualify as independent under the definition promulgated by NYSE MKT.Nasdaq Listing Rules.

If a stockholder wishes to nominate a candidate for director who is not to be included in our proxy statement, it must follow the procedures described in our Amended and Restated By-Laws and in “Stockholder Proposals and Nominations for Director” at the end of this proxy statement.

In addition, under our current corporate governance policies, the Nominating and Corporate Governance Committee may consider candidates recommended by stockholders as well as from other sources, such as other directors or officers, third party search firms or other appropriate sources. For all potential candidates, the Nominating and Corporate Governance Committee may consider all factors it deems relevant, such as a candidate’s personal integrity and sound judgment, business and professional skills and experience, independence, knowledge of the industry in which we operate, possible conflicts of interest, diversity, the extent to which the candidate would fill a presentparticular need on the Board of Directors, and concern for the long-term interests of theour stockholders. In general, persons recommended by stockholders will be considered on the same basis as candidates from other sources. If a stockholder wishes to propose a candidate for consideration as a nominee by the Nominating and Corporate Governance Committee under our corporate governance policies, it should submit such recommendation in writing to our Corporate Secretary at our corporate offices, 105 Lincoln Avenue, PO Box 687, Buena, New Jersey 08310.

The Nominating and Governance Committee considers issues of diversity among its members in identifying and considering nominees for director, and strives, where appropriate, to achieve a diverse balance of backgrounds, perspectives and experience on the board and its committees.

The Nominating and Governance Committee seeks to develop a Board that reflects diverse backgrounds, experience, expertise, skill sets and viewpoints, actively seeking director candidates who bring diversity of age, gender, nationality, race, ethnicity, and sexual orientation. A copy of the Nominating and Governance Committee’s written charter is publicly available on the Company’sour website atwww.igilabs.comwww.teligent.com.

Organization and Compensation Committee Interlocks and Insider Participation. Our Organization and Compensation Committee has three members, Narendra Borkar (Chairman), James C. Gale and John Celentano. No member of the Organization and Compensation Committee has been an officer or employee of IGI. None of our executive officers serves on the board of directors or compensation committee of a company that has an executive officer that serves on our

Board of Directors or Organization and Compensation Committee.

Board Leadership Structure and Role in Risk Oversight

Our Board of Directors has five independent members and one non-independent member who serves as our President and Chief Executive Officer. We believe that the number of independent, experienced directors that make up our Board of Directors, along with the independent oversight of the Board of Directors by the Non-Executive Chairman, benefits our companyCompany and our shareholders.stockholders. All of our independent directors have demonstrated leadership in other organizations and are familiar with board of director processes.

The Chairman of the Board of Directors presides at all meetings of the Board of Directors. The Chairman is appointed on an annual basis by a majority vote of the directors. Currently, the offices of Chairman of the Board of Directors and Chief Executive Officer are separated. We have no fixed policy with respect to the separation of the offices of the Chairman of the Board of Directors and Chief Executive Officer. Currently, two separate individuals serve in the positions of Chairman of our Board of Directors and Chief Executive Officer. We believe that our current leadership structure is optimal for the Company at this time.

Our management is principally responsible for defining the various risks facing the Company, formulating risk management policies and procedures, and managing our risk exposures on a day-to-day basis. The Board of Directors’ principal responsibility in this area is to ensure that sufficient resources, with appropriate technical and managerial skills, are provided throughout the Company to identify, assess and facilitate processes and practices to address material risk and to monitor our risk management processes by informing itself concerning our material risks and evaluating whether management has reasonable controls in place to address the material risks. The involvement of the Board of Directors in reviewing our business strategy is an integral aspect of the Board of Directors’ assessment of management’s tolerance for risk and also its determination of what constitutes an appropriate level of risk for the Company.

While the full Board of Directors has overall responsibility for risk oversight, the Board of Directors has elected to delegate oversight responsibility related to certain risksrisk committees, which, in turn, report on the matters discussed at the committee level to the full Board of Directors. For instance, our Audit Committee focuses on the material risks facing the Company, including operational, market, credit, liquidity and legal risks. Additionally, our Organization and Compensation committee could beCommittee is charged with reviewing and discussing with management whether our compensation arrangements are consistent with effective controls and sound risk management. Our management reports to the Board of Directors and Audit Committee on a regular basis regarding risk management.

Stockholder Communications to the Board of Directors

Stockholders who wish to send communications to our Board of Directors may do so by sending them c/o IGI Laboratories,Teligent, Inc., Corporate Secretary, 105 Lincoln Avenue, PO Box 687, Buena, New Jersey 08310. Such communications may be addressed either to specified individual directors or the entire Board of Directors. The Corporate Secretary will have the discretion to screen and not forward to directors communications that the Corporate Secretary determines are communications unrelated to our business or governance, commercial solicitations, offensive, obscene, or otherwise inappropriate. The Corporate Secretary will, however, compile all stockholder communications that are not forwarded and such communications will be available to any director.

Executive Officers

During the year ended December 31, 2014, we hadWe currently have one executive officer who wasis not also a director, Jenniffer Collins,director: Philip K. Yachmetz, who serves as our Chief Financial Officer.Legal Officer and Corporate Secretary. We have an employment agreementsagreement with each of our executive officers, Jason Grenfell-Gardner and Jenniffer Collins.Mr. Yachmetz. See the section of our proxy statement entitled “Executive Officer and Director Compensation – Employment Agreements with Executive Officers.Officers.” We had two other executive officers during 2020, Mr. Grenfell-Gardner and Mr. Damian Finio, who resigned on February 4, 2020 and October 14, 2020, respectively.

Jenniffer CollinsPhilip K. Yachmetz – Chief FinancialLegal Officer and Corporate Secretary

Jenniffer Collins,Philip K. Yachmetz, age 45,64, has served as our Chief FinancialLegal Officer and Corporate Secretary since July 2011. Ms. Collins has over twenty years of experience in accounting2020. He leads the Legal, Human Resources, IT and finance. Prior to joining IGI, since October 2006, sheInvestor Relations teams. From 2015 through June 2020, Mr. Yachmetz, served as Vice President - TreasurerChief Legal and previously, the Corporate ControllerCompliance Officer of the Lightstone Group,Sovereign Medical Services, Inc., a privately held real estate firm,community healthcare system company. Prior to his position at Sovereign, Mr. Yachmetz held positions at Savient Pharmaceuticals, Inc. from 2004 to 2014, including Co-President, Chief Business Officer and The Lightstone Value Plus REIT,General Counsel and Secretary from 2004 to 2014, and Senior Vice President, Executive Vice President, Chief Business Officer, General Counsel and Secretary from 2004 to 2013. Mr. Yachmetz holds a publicly traded real estate investment trust. From January 2004 through October 2006, Ms. Collins served as Corporate ControllerJ.D. from the California Western School of Orchid Cellmark, Inc.,Law and a publicly held biotechnology company, and,B.A. from July 2001 through January 2004, Ms. Collins served as Director of Finance and Investor Relations for Tellium, Inc., a publicly held optical switching company, which was purchased by Zhone Technologies, Inc. in November 2003. Her background also includes seven years of public accounting experience, including at Pricewaterhouse Coopers. Ms. Collins earned her CPA in New Jersey in 1993 and graduated with a B.S. in accounting from LehighGeorge Washington University.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis presents an overview of our compensation program, focusing on the elements of compensation awarded or paid to our President and Chief Executive Officer and our Chief Financial Officer, or our “Named Executive Officers.”

Summary of 2014 Results

We are pleased with another year of progress that we believe is due to management’s effective and successful execution of the Company’s strategic objectives established by our President and Chief Executive Officer and the Board of Directors.  The key highlights and accomplishments for our 2014 fiscal year include the following:

The Organization and Compensation Committee consulted with the Hay Group, an independent third party, in November 2014, to conduct a market benchmark study and review the compensation arrangements between the Company and its Named Executive Officers in comparison to their peers set forth below. Specifically, the independent third party’s assessment focused on the following areas of review:

Make Whole Equity Incentive Grants. On February 11, 2015, because our Named Executive Officers had not received any equity grants since joining IGI (aside from equity grants pursuant to their employment agreements), the Organization and Compensation Committee decided to issue a one-time, make whole equity grant to each of our Named Executive Officers as follows:

Annual Equity Incentive Program for Management.On February 11, 2015, the Organization and Compensation Committee also decided to institute an annual equity incentive program for our Named Executive Officers pursuant to which we would issue, in the sole discretion of our Organization and Compensation Committee, to our (i) President and Chief Executive Officer, an annual equity grant of options to purchase shares of our common stock and/or RSUs, in an amount equal to 100% of his annual base salary, and (ii) Chief Financial Officer, an annual equity grant of options to purchase shares of our common stock and/or RSUs, in an amount equal to 60% of her annual base salary. The equity grants would be made pursuant to our 2009 Plan and, if granted, would be subject to a three-year vesting schedule. The allocation of different securities within each annual equity grant shall be determined by the Organization and Compensation Committee in its sole discretion. The first such annual equity grants were approved on February 11, 2015, and were as follows:

Bonuses. Based on IGI’s strong performance for the fiscal year end 2014, the Organization and Compensation Committee recommended cash bonuses of 115% of the target bonus for our President and Chief Executive Officer (or $281,750) and 114% of the target bonus for our Chief Financial Officer (or $74,714). The Organization and Compensation Committee further decided, in light of what they believed to be the significant contributions of our Named Executive Officers during our fiscal year ended 2014, to grant one-time performance bonuses of $75,000 in cash and 25,000 RSUs to our President and Chief Executive Officer and $30,000 in cash and 7,500 RSUs to our Chief Financial Officer. The common stock underlying each such grant of RSUs vested fully on the date of grant.

Compensation Philosophy and Objectives.

The Organization and Compensation Committee leads the development of our compensation philosophies and practices, and attempts to ensure that the total compensation paid to our executive officers is fair and reasonable relative to the extremely competitive nature of the specialty generic pharmaceutical industry. For several years, our Company forged through business and financial challenges, and it was not until more recently that the Company has experienced a significant turn-around that is largely attributable to the success of our current management team. During the challenging downturn years, the Organization and Compensation Committee focused intently on attracting and rewarding executives with the unique intersection of industry and turnaround skills and made compensation decisions based on our objective of aligning the Company’s key executives’ goals and incentive pay with the goals of our shareholders in order to enable and encourage the turn-around effort, while considering the significant cash constraints the Company operated under from 2010 to 2014. Consistent with our ongoing goal to keep the Company’s key executives’ objectives and incentive pay aligned with the goals of our shareholders, we continue to pursue a compensation philosophy that is intended to provide total compensation opportunities, which include base salary, bonus, long term equity compensation and a health and welfare benefits package intended to incentivize the uniquely skilled employees who will continue to carry out our strategic plan, mission and goals, while maintaining our required high quality standards and growth.

In 2014, we refined our compensation philosophy to reflect the Company’s current progress toward its mission to be a leader in the specialty generic pharmaceutical industry in order to align it with the achievement of the Company’s business strategies, and to be consistent with the compensation structure of our industry peers.  Accordingly, we developed and adopted a philosophy that is intended to serve the foundation upon which the executive compensation program is structured and administered and to serve as a basis for guiding the continued development and evolution of the program.

Our compensation philosophy is based on the following goals and principles:

Role of Organization and Compensation Committee and Management

Our Organization and Compensation Committee is composed exclusively of independent directors and meets regularly both with and without management present. The Organization and Compensation Committee annually sets Named Executive Officer base salaries, establishes annual incentive compensation pay for performance objectives based on both individual and company goals, makes actual awards of annual incentive compensation based on attainment of these goals and other factors the Organization and Compensation Committee deems appropriate, and considers awards of long-term equity compensation. In connection with its review and determination, the Organization and Compensation Committee considers the input of the Chairman of our Board, who conducts a detailed review of the performance of our President and Chief Executive Officer based on the Chairman’s substantial and meaningful experience in ownership and management of pharmaceutical and life science companies.  Our Chairman also presents his recommendation to the Organization and Compensation Committee for any change in base salary or other compensation components for our President and Chief Executive Officer.  The Organization and Compensation Committee also seeks input from the President and Chief Executive Officer, particularly related to the establishment and measurement of corporate and individual objectives and recommendations related to overall employee compensation matters.

Our President and Chief Executive Officer reviews the performance of, and proposes salary increases for, all managers who report to him, including the other Named Executive Officer. Any increases are generally based upon the individual’s performance during the previous year in addition to the Company’s performance as it relates to the key objectives established at the beginning of the year.  The Organization and Compensation Committee reviews and approves the reasonableness of any proposed compensation for the Named Executive Officers. In conducting its review and making its determinations, the Organization and Compensation Committee reviews a history of base salary, cash incentive bonus targets and payouts and equity awards, prepared by the Company’s Human Resources Department (“HR”).  During the year, our President and Chief Executive Officer may not change the base salary of the managers who report to him without the prior approval of our Organization and Compensation Committee.    

Our HR evaluates compensation levels and composition and fashions competitive pay packages on a company-wide basis.  HR also works with the President and Chief Executive Officer in planning for recruitment and retention of employees.  

Compensation Consultants

The Organization and Compensation Committee has maintained a structured approach to compensation for our Named Executive Officers and, in 2014, retained its own independent compensation consultant to provide the Organization and Compensation Committee with support, advice and recommendations. In 2014, our compensation consultant worked with the Organization and Compensation Committee in comparing our executive compensation with pertinent market data taken from published salary surveys reflecting a broad range of entities, both within and outside our own specialty pharmaceutical industry. The study also included publicly reported data from the following selected peer group: Aceto Corporation; Amphastar Pharmaceuticals, Inc.; ANI Pharmaceuticals, Inc.; Antares Pharmaceuticals, Inc.; Cambrex Corporation; DepoMed Inc.; Flamel Technologies SA; Insys Pharmaceuticals, Inc.; Intellipharmaceutics International, Inc.; Lannett Company, Inc.; Sagent Pharmaceuticals, Inc.; Sciclone Pharmaceuticals, Inc.; and Tetraphase Pharmaceuticals, Inc. The Organization and Compensation Committee reviewed these surveys and information in order to obtain a general understanding of current compensation practices and trends for specific positions held as opposed to solely focusing on the Named Executive Officers.  This analysis was reviewed in order to confirm the appropriate data, measures and comparisons.

With respect to establishing the overall compensation of the President and Chief Executive Officer and Chief Financial Officer, we gathered, analyzed and evaluated the compensation mix provided by our peer group, while keeping in mind the other factors set forth in the Organization and Compensation Committee’s charter.  We do not select a specific target or benchmark our Named Executive Officers’ compensation at a certain level or percentage based on other companies’ compensation arrangements. Based on our review of these sources, we have determined that our total compensation and cash compensation for our Named Executive Officers fell significantly below the aggregated 50^th percentile of the named executive officers of our peer group. Our goal was to structure our compensation in a manner where the compensation would be competitive in the market place with a long term focus for our Named Executive Officers’ compensation structure comes from their Long Term Incentive Awards.

The Organization and Compensation Committee has analyzed whether the work of our current compensation consultant, the Hay Group, has raised any conflict of interest, taking into consideration the following factors: (i) the provision of other services to the Company by the Hay Group; (ii) the policies and procedures of the Hay Group that are designed to prevent conflicts of interest; (iii) any business or personal relationship of the Hay Group or the individual compensation advisors employed by the Hay Group with our President and Chief Executive Officer; (iv) any business or personal relationship of the individual compensation advisors with any member of the Organization and Compensation Committee; and (v) any stock of the Company owned by the Hay Group or the individual compensation advisors employed by the Hay Group. The Organization and Compensation Committee has determined, based on its analysis of the above factors, that the work of the Hay Group and the individual compensation advisors employed by the Hay Group as compensation consultants to the company has not created any conflict of interest.

Components of Compensation

Our compensation program generally provides equivalent benefits for all salaried and hourly-paid employees. For our managers, directors and vice presidents, including our executive officers, we provide additional compensation designed to reward performance.  For 2014, the principal components of compensation for our Named Executive Officers were:

Base Salary.  The salaries for our Named Executive Officers have been established in order to be competitive with market practices so as to allow us to attract and retain senior executive talent. Salary decisions are also influenced by equity grants based on the relationship between salaries among the executives and each executive’s role and responsibilities and the impact on the Company’s performance.  Other factors considered by the Organization and Compensation Committee include an executive’s experience, specific skills, tenure and individual performance. In setting base salaries for the Named Executive Officers, we also consider how equity can be used to balance an executive’s overall compensation to make it competitive based on an analysis of peer group data.   In 2014, the base salaries of our President and Chief Executive Officer and Chief Financial Officer were increased from $325,000 to $361,846 and from $212,100 to $226,572, respectively.

Performance-Based Annual Bonus.Each year, the Organization and Compensation Committee adopts guidelines pursuant to which it calculates the annual cash incentive awards available to our Named Executive Officers, subject to the Organization and Compensation Committee’s oversight and modification. The Organization and Compensation Committee believes that our annual incentive program provides our Named Executive Officers with a team incentive to both enhance our financial performance and perform at the highest level. The terms of these programs are not contained in a formal written plan. No executive is part of an incentive plan that has any guaranteed bonus amounts.

We structured specific annual incentive compensation pay for 2014 based upon the Company’s achievement of its overall corporate goals. In addition, the Chief Financial Officer’s annual incentive compensation pay is based on individual performance goals set and established by the President and Chief Executive Officer and reviewed and approved by the Organization and Compensation Committee.  After our Board of Directors reviewed the strategic plan and budget for the year, the Organization and Compensation Committee set annual corporate goals designed to induce achievement of that plan and budget.  For 2014, in accordance with the employment agreement for the President and Chief Executive Officer, our President and Chief Executive Officer’s bonus target was set at 70% of base compensation, and the Chief Financial Officer’s bonus was set at 30% of base compensation

Since the Company exceeded all of its overall corporate and budget goals for 2014, bonuses were paid for 2014 as follows:

Employment Agreements with Executive Officers

President and Chief Executive Officer.Jason Grenfell-GardnerTimothy B. Sawyer joined IGITeligent as our President and Chief Executive Officer and entered into an employment agreement, effective July 30, 2012February 4, 2020 (the “CEO Employment Agreement”). Under the CEO Employment Agreement, Mr. Grenfell-GardnerSawyer is entitled to an annual base salary of $315,000, which was increased in accordance with terms of the CEO Employment Agreement to $350,000 for the fiscal year ended 2014. $480,000.Mr. Grenfell-GardnerSawyer is also eligible to receive an annual performance bonus for each calendar year during the term of his employment, which may be payable in either cash, stock options and/or restricted stock, provided Mr. Grenfell-GardnerSawyer is employed on December 31 of such fiscal year. Mr. Grenfell-Gardner’sSawyer’s target annual performance bonus will be equal to 70%85% of his base salary then-inthen in effect for the applicable fiscal year. The amount of any such annual performance bonus shallwill be determined by the Organization and Compensation Committee of the Board of Directors in theirits discretion, with reference to Mr. Grenfell-Gardner’sSawyer’s fulfillment of performance goals established by the Organization and Compensation Committee of our Board of Directors.

In connection with the entry into the CEO Employment Agreement, Mr. Grenfell-GardnerSawyer received (i) 325,000 sharesa one-time grant of restricteda non-qualified stock (the “Restricted Stock Award”), (ii) an option to purchase 975,000150,000 shares of the Company’s common stock atas an “inducement grant” under the Nasdaq Listing Rules with a per share exercise price of $1.02 per share (the “Primary Option”) and (iii) a supplemental$3.90. The option will vest according to purchase 50,000 sharesthe following schedule: one-fourth of the Company’s common stock (the “Supplemental Option”): optionsshares subject to purchase 25,000 sharessuch award will vest on each of the Company’s common stock at an exercise price of $1.02 per share were issued on July 30, 2012,first, second, third and are now fully vested; options to purchase 25,000 sharesfourth anniversaries of the Company’s common stock at an exercise priceeffective date of $2.89 were issued on December 30, 2013, and vest ratably on December 30 of each of 2013, 2014 and 2015. The Restricted Stock Award and the Primary Option areCEO Employment Agreement, subject to and governed byhis continued employment through the terms of the 2009 Plan and a restricted stock award agreement and stock option award agreement, respectively, which agreements provide that one-third of each award shall vest ratably on July 30 of each of 2013, 2014 and 2015. The Supplemental Option is subject to and governed by the terms of the 2009 Plan and stock option award agreements. In addition,relevant vesting date.

Either party may terminate Mr. Sawyer’s employment at any options or restricted stock that remain unvested immediately prior to a change in control, as defined below, will immediately vest,time, provided that Mr. Grenfell-GardnerSawyer must provide 30 days’ written notice to the Company of any such termination. In the event that Mr. Sawyer’s employment is terminated without Cause (as defined in his employment agreement), Mr. Sawyer is entitled to (i) his unpaid base salary, the per diem value of any accrued but unpaid time off through the effective date of termination, and any reimbursable business expenses; (ii) his base salary as then in effect for a period of twelve months following termination of employment; (iii) any unpaid annual performance bonus for the prior fiscal year; (iv) his annual performance bonus that would otherwise have been payable to him for the year in which the termination occurs, prorated as of the date of termination; and (v) COBRA premiums for 12 months following his termination (or earlier if he becomes covered under the employee benefit plans of a subsequent employer). Further, to the extent then unvested, upon such termination, a pro-rata portion of his options and restricted stock will become vested. However, any such payment obligations will immediately terminate upon a judicial determination that Mr. Sawyer has breached certain confidentiality, non-solicitation, non-competition and/or conflict of interest provisions under his employment agreement.

The CEO Employment Agreement provides that, in the event of a “change in control,” provided he remains in continuous service with the Company through the consummation of thatsuch change in control.

Either party may terminatecontrol, all unvested options and restricted stock awarded to Mr. Grenfell-Gardner’s employment at any time, provided that Mr. Grenfell-Gardner shall provide 30 days’ written notice to the Company of any such termination.Sawyer will immediately vest.

Mr. Grenfell-GardnerSawyer is also subject to certain restrictive covenants as set forth in the CEO Employment Agreement, including confidentiality, non-solicitation and non-competition covenants. Mr. Grenfell-GardnerSawyer also agrees to assign certain intellectual property to the Company. Mr. Grenfell-GardnerSawyer is also entitled to participate in certain of the Company’s benefit programs on the same terms and conditions generally provided by the Company to its executive employees.

Chief Financial Officer.Legal Officer and Corporate Secretary. Jenniffer CollinsPhilip K. Yachmetz joined IGITeligent as our Chief FinancialLegal Officer pursuant toand Corporate Secretary and entered into an employment agreement, effective July 21, 201116, 2020 (the “CFOCLO Employment Agreement”). Under the CFOCLO Employment Agreement, Ms. Collins receivesMr. Yachmetz is entitled to an annual base salary of $210,000, which was increased in accordance with terms$340,000.In addition, Mr. Yachmetz received a signing bonus of the CFO Employment Agreement to $218,463 for the fiscal year ended 2014. Ms. Collins$25,000. Mr. Yachmetz is also eligible to receive an annual performance bonus for each calendar year during the term of herhis employment, which may be payable in either cash, stock options and/or restricted stock, provided Ms. CollinsMr. Yachmetz is employed on December 31 of such fiscal year. Ms. Collins’Mr. Yachmetz’s target annual performance bonus will be equal to 30%45% of herhis base salary then-inthen in effect for the applicable fiscal year.year; however, Mr. Yachmetz’s target bonus percentage for the 2020 calendar year was 50% of his base salary. The amount of any such annual performance bonus shall be determined by the Organization and Compensation Committee of the Board of Directors in theirits discretion, with reference to Ms. Collins’Mr. Yachmetz’s fulfillment of performance goals established by the Organization and Compensation Committee of our Board of Directors or any committee with respectDirectors.  On October 30, 2020, based on Mr. Yachmetz’s increased responsibilities, the Board increased his annual base salary to the applicable fiscal year.$360,000 and his target annual performance bonus to 50% of his base salary.

In connection with enteringthe entry into the CFOCLO Employment Agreement, Ms. CollinsMr. Yachmetz received ana one-time grant of (i) 32,500 shares of restricted stock, and (ii) a non-qualified stock option to purchase 225,00036,325 shares of the Company’s common stock at an exercise price of $1.04$2.34 per share.share as an “inducement grant” under the Nasdaq Listing Rules. The restricted stock and option iswill vest according to the following schedule: one-third of the shares subject to each such award will vest on each of the first, second, and governedthird anniversaries of July 16, 2020, subject to his continued employment through the relevant vesting date.

Either party may terminate Mr. Yachmetz’s employment at any time, provided that Mr. Yachmetz must provide 30 days’ written notice to the Company of any such termination. If Mr. Yachmetz’s employment is terminated by the termsCompany without Cause (as defined in his employment agreement), Mr. Yachmetz is entitled to (i) his unpaid base salary through the effective date of termination and any reimbursable business expenses; (ii) his base salary as then in effect for a period of six months following termination of employment; (iii) his annual performance bonus that would otherwise have been payable to him for the year in which the termination occurs, prorated as of the 2009 Plandate of termination; and (iv) COBRA premiums for six months following his termination (or earlier if he becomes covered under the employee benefit plans of a stock option award agreement,subsequent employer). Further, to the extent then unvested, upon such termination, a pro-rata portion of Mr. Yachmetz’s options and is now fully vested. In addition, any options or restricted stock will become vested. However, any such payment obligations will immediately terminate upon a judicial determination that remain unvested immediately prior toMr. Yachmetz has breached certain confidentiality, non-solicitation, non-competition and/or conflict of interest provisions under his employment agreement.

The CLO Employment Agreement provides that, in the event of a change“change in control, as defined below, will immediately vest,” provided that Ms. Collinshe remains in continuous service with the Company through the consummation of thatsuch change in control.control, all unvested options and restricted stock awarded to Mr. Yachmetz will immediately vest.

Either party may terminate Ms. Collins’ employment at any time, provided that Ms. Collins shall provide 30 days’ written notice to the Company of any such termination.

Ms. CollinsMr. Yachmetz is also subject to certain restrictive covenants as set forth in the CFOCLO Employment Agreement, including confidentiality, non-solicitation and non-competition covenants. Ms. CollinsMr. Yachmetz also agrees to assign certain intellectual property to the Company. Ms. CollinsMr. Yachmetz is also entitled to participate in certain of the Company’s benefit programs on the same terms and conditions generally provided by the Company to its executive employees.

Former President and Chief Executive Officer. Jason Grenfell-Gardner resigned as our President and Chief Executive Officer on February 4, 2020. Mr. Grenfell-Gardner did not receive any equity awards for fiscal 2020. To the extent not already vested, all of Mr. Grenfell-Gardner’s equity awards vested in full and became fully exercisable upon his resignation on February 4, 2020. All of Mr. Grenfell-Gardner’s vested equity subsequently expired and was no longer exercisable after 90 days of his resignation. Pursuant to the Separation Agreement between the Company and Mr. Grenfell-Gardner, he received (i) $234,419, an amount equal to one-twelfth of his annual base salary for a period of six months following his resignation, (ii) $1,831 payment in lieu of notice, and (iii) a bonus payment of $82,045 for 2020.

Former Chief Financial Officer. On January 3, 2020, pursuant to a Retention Bonus Program for certain key employees, Mr. Finio was awarded a retention bonus in the amount of $37,294 payable on June 30, 2020 provided Mr. Finio was employed as Chief Financial Officer of the Company on such date. On February 4, 2020, Mr. Finio received an incentive stock option grant to purchase 25,000 shares of common stock at an exercise price equal to $3.90 per share. The option was governed by the terms of the 2016 Plan and was to vest according to the following schedule: one-third of the shares subject to such award was to vest on a yearly basis beginning February 4, 2021. On March 2, 2020, based on Mr. Finio’s increased responsibilities, (i) his annual base salary was increased to $360,000, (ii) his target annual performance bonus was increased to 50% of his base salary, (iii) he was awarded an additional retention bonus of $37,294 payable on September 30, 2020 provided he was employed as Chief Financial Officer of the Company on such date, and (iv) he received an incentive stock option grant to purchase 26,359 shares of common stock at an exercise price equal to $4.40 per share. The option was governed by the terms of the 2016 Plan and was to vest according to the following schedule: one-third of the shares subject to such award will vest on yearly basis beginning on March 2, 2021. Mr. Finio forfeited all unvested equity compensation awards upon his resignation on October 14, 2020.

2020 Retention Plans

On January 3, 2020, in light of the uncertainty regarding our ongoing operations and restructuring efforts, the Board, upon the recommendation of the Organization and Compensation Committee, approved a cash retention award program that included former named executive officers and other key employees. Mr. Finio, our former Chief Financial Officer received two cash retention awards of $37,294 and $37,294, respectively. These retention awards were conditioned upon each participating executive remaining employed through June 30, 2020 and September 30, 2020, respectively.

On September 25, 2020, in light of the uncertainty regarding our ongoing operations and restructuring efforts, the Board, upon the recommendation of the Organization and Compensation Committee, approved a cash retention award program that included Messrs. Sawyer and Yachmetz and other key employees. Messrs. Sawyer and Yachmetz received cash retention awards of $135,000 and $35,000, respectively. These retention awards were conditioned upon each executive remaining employed through December 31, 2020, and the satisfaction of the following time and performance criteria:

Each executive received the full payment of his retention award based on continued service through December 31, 2020, and achievement of all of the defined performance criteria.

Compensation Consultant Engagement

On January 18, 2021, after a thorough selection process, the Organization and Compensation Committee engaged Willis Towers Watson to serve as its compensation advisor. Willis Towers Watson was selected given its significant experience advising on executive compensation issues, and its specific experience advising companies in the midst of restructuring efforts. Willis Towers Watson was asked to complete a competitive review of our executive compensation and provide advice related to 2020 annual incentives for our named executive officers and executive leadership team, as well as the structure of appropriate compensation programs for 2021, recognizing our recapitalization efforts and operational challenges.

Executive Compensation Analysis

As context for our executive compensation decisions related to 2020 incentives and the 2021 executive compensation program, Willis Towers Watson completed a review of our executive pay levels relative to competitive market practices. The basis for this market analysis included pay practices of the following publicly traded pharmaceutical companies which were selected on the basis of their comparability to us in terms of size, business dynamics, and complexity.

In addition to the peer group practices, executive compensation information was assembled from Willis Towers Watson’s 2020 Pharmaceutical and Health Sciences Executive Compensation Survey. The analysis generally indicated that our named executive officers’ compensation was below median market levels.

2020 Annual Incentives

In March 2021, the Organization and Compensation Committee approved the terms of our 2020 annual cash incentive plan. The plan included a combination of company-wide financial, operational and service level performance goals. Our 2020 performance with respect to these company-wide metrics resulted in a payout of 27.5% of target level. However, as provided under the plan, the Organization and Compensation Committee exercised its discretion and recommended, and the Board approved, annual incentive payouts of $510,000 for Mr. Sawyer and $135,000 for Mr. Yachmetz. These incentive payments were approved in recognition of the unanticipated impact of COVID-19 on our ability to achieve the performance goals established in March 2020, each executive’s individual performance in executing our quality remediation efforts and successful restructuring of our balance sheet to help ensure our future financial performance and position us for future stockholder value creation.

2021 Salary and Target Annual Incentive Adjustments

In recognition of Messrs. Sawyer and Yachmetz’s 2020 performance, and the results of the competitive pay analysis, the Organization and Compensation Committee recommended, and the Board approved salary increases for each executive. For 2021, Mr. Sawyer’s salary was increased to $525,000 while Mr. Yachmetz’s salary was increased to $375,000. In addition, given Mr. Yachmetz’s expanded role in the Company, the Organization and Compensation Committee recommended, and the Board approved an increase in Mr. Yachmetz’s 2021 target annual incentive opportunity to 55% of salary. Mr. Sawyer’s target annual incentive remains at 85% of salary for 2021.

2021 Annual Incentive Plan

The Organization and Compensation Committee recommended, and the Board approved, an annual cash incentive plan for 2021 that recognizes the continued operational challenges we face as well as the uncertainty around our potential financial performance. The program was adopted with the objective of continuing to emphasize a performance-based compensation program, while addressing the heightened need to retain the our leaders. As such, our 2021 annual incentive program for our named executive officers and other key management employees includes two components:

2021 Equity Grants

Equity-based incentives continue to be a critical component of our overall executive and broader employee compensation program. We grant equity awards to our employees to align management’s interests with those of our stockholders, provide incentives for value creation in the enterprise, and attract and retain key talent. On March 11, 2021, the Organization and Compensation Committee recommended, and the Board approved, equity grants to all of our employees, including our named executives. These grants were made in the form of both stock options and restricted stock units. Grants to our named executive officers were as follows:

The stock options have a ten year term and are eligible to vest on the third anniversary of the grant based on the executive’s continued employment if certain performance requirements have been achieved. Specifically, for the options to be eligible to vest the following objectives must be achieved:

If any of these objectives is not achieved prior to the third anniversary of the grant, a portion of the option grant will be forfeited.

The restricted stock units will vest 25% per year on each annual anniversary of the grant based on continued service.

The stock option grants to each named executive officer, and Mr. Yachmetz’s restricted stock unit award were made under the 2016 Plan. Due to limitations in the 2016 Plan, Mr. Sawyer’s restricted stock unit award was granted subject to stockholder approval of the 2021 Plan, and, if such approval is obtained, will be made from shares authorized under the 2021 Plan.

Outstanding Equity Awards at 20142020 Fiscal Year-End

The following table shows grants of stock options and grants of unvested stock awards outstanding on the last day of the fiscal year ended December 31, 2014to2020to each of the executive officers named in the Summary Compensation Table.

Option Exercises and Stock Vested in 2014

The following table shows information regarding exercises of options to purchase our common stock and vesting of stock awards held by each executive officer named in the Summary Compensation Table during the fiscal year ended December 31, 2014.

No executive officer exercised an option to purchase our common stock during the fiscal year ended December 31, 2014.

Pension Benefits

We do not have any qualified or non-qualified defined benefit plans.

Nonqualified Deferred Compensation

We do not have any nonqualified defined contribution plans or other deferred compensation plan.

Potential Payments upon Termination or Change in Control

Set forth below is a description of the potential payments we would needTermination Payments

Pursuant to make upon termination ofhis employment agreement, either party may terminate Mr. Grenfell-Gardner’s and Ms. Collins’Sawyer’s employment or upon a change in control of the Company. Any such payments are conditioned upon such executive’s execution and deliveryat any time, provided that Mr. Sawyer must provide 30 days’ written notice to the Company within 60 daysof any such termination. In the event that Mr. Sawyer’s employment is terminated without Cause (as defined in his employment agreement), Mr. Sawyer is entitled to (i) his unpaid base salary, the per diem value of any accrued but unpaid time off through the effective date of termination and any reimbursable business expenses; (ii) his base salary as then in effect for a period of twelve months following cessationtermination of employment,employment; (iii) any unpaid annual performance bonus for the prior fiscal year; (iv) his annual performance bonus that would otherwise have been payable to him for the year in which the termination occurs, prorated as of the date of termination; and (v) COBRA premiums for 12 months following his termination (or earlier if he becomes covered under the employee benefit plans of a general releasesubsequent employer). Further, to the extent then unvested, upon such termination, a pro-rata portion of claims.his options and restricted stock will become vested. However, any such payment obligations will immediately terminate upon a judicial determination that Mr. Sawyer has breached certain confidentiality, non-solicitation, non-competition and/or conflict of interest provisions under his employment agreement.

Termination by us without cause.Pursuant to his employment agreement, either party may terminate Mr. Yachmetz’s employment at any time, provided that Mr. Yachmetz must provide 30 days’ written notice to the Company of any such termination. If the executive’sMr. Yachmetz’s employment is terminated by the Company without causeCause (as defined below)in his employment agreement), we are requiredMr. Yachmetz is entitled to pay (i) theirhis unpaid base salary through the effective date of termination and any reimbursable business expenses; (ii) the executive’shis base salary as then in effect for a period of six months following termination of employment; and (iii) the executive’shis annual performance bonus that would otherwise have been payable to the executivehim for the year in which the termination occurs, prorated as of the date of termination.termination; and (iv) COBRA premiums for six months following his termination (or earlier if he becomes covered under the employee benefit plans of a subsequent employer). Further, to the extent then unvested, upon such termination, a pro-rata portion of the executive’sMr. Yachmetz’s options and restricted stock will become vested. However, any such payment obligations shallwill immediately terminate upon a judicial determination that the executiveMr. Yachmetz has breached certain confidentiality, non-solicitation, non-competition and/or conflict of interest provisions under their respectivehis employment agreements.

Termination for any other reason.If the executive’s employment is terminated by the Company other than without cause (as defined below), including, but limited to, termination for cause, as a result of the executive’s death or disability, or as a result of the executive’s resignation, we are required to pay their unpaid base salary through the effective date of termination.agreement.

Payments upon a Change in Control.The employment agreements of Mr. Grenfell-GardnerSawyer and Ms. CollinsMr. Yachmetz provide that, in the event of a “change in control,” provided they remain in continuous service with the Company through the consummation of such change in control, all unvested options and restricted stock awarded to them will immediately vest.

Change in Control Severance Policy

On January 9, 2020, the Organization and Compensation Committee approved the Teligent, Inc. Change in Control Severance Policy (the “Severance Policy”).  The purpose of the Severance Policy is to provide certain Company employees, including the Company’s named executive officers, with certain compensation and other benefits in the event of a termination of employment by the Company (or its acquirer or successor) without Cause (as defined in the Severance Policy) or by such employee for Good Reason (as defined in the Severance Policy) that occurs during the period following the date on which a Change of Control (as defined in the Severance Policy) is consummated, as designated in the addendum to the Severance Policyfor a participant's applicable salary grade classification. In addition, if an eligible employee is entitled to similar severance or benefit continuation under another Company severance policy or an employment or severance agreement with the Company or an affiliate, any severance payable or benefits provided under such other arrangement will reduce or otherwise offset the severance benefits provided under the Severance Policy.

“Cause,”In the event of a qualifying termination, the Severance Policy makes available benefits to the participants in a tiered approach, with the nature of the benefits provided based upon the seniority of the position such participant occupies.  Upon a qualifying termination, the Company’s named executive officers will receive (i) base salary continuation payments for purposesa period of twelve months following the qualifying termination; (ii) a prorated portion of the target bonus for the year in which the qualifying termination occurs; (iii) an amount equal to the target annual bonus and (iv) continued medical, dental and vision coverage under COBRA, which ceases after twelve months or when the individual becomes covered by another employer program, whichever occurs first.

Receipt of any compensation or benefits under the Severance Policy is subject to the participant’s execution of a general release of claims in favor of the Company, its successors and affiliates, and each of their officers, directors and employees.  In the employment agreements, includes (i) commissionevent a participant has beached any duty of confidentiality, non-solicitation or non-competition owing to the Company, the participant will forfeit all further benefits payable under the Severance Policy and will, at the Organization and Compensation Committee’s direction, be required to repay to the Company any benefits previously received under the Severance Policy.

Director Compensation

Effective January 1, 2016, after consultation with its then compensation consultant, our Board of Directors revised the non-employee director compensation program. In addition, in August 2020, the Board of Directors amended the non-employee director compensation program to provide for an annual retainer for the Chairperson of the Board. Under the Company’s non-executive director compensation policy effective through December 31, 2020, each non-executive director of the Board of Directors received the following compensation:

In addition, at the time of his or her appointment, each newly elected director was granted a willfulnon-qualified stock option to purchase 2,000 shares of our common stock and material actreceived payment of dishonestythe applicable cash retainers, pro-rated for the duration of service during the year in which he or she was appointed. The stock options vest on the first anniversary of their date of grant.

In February 2021, after consultation with Willis Towers Watson, the Board of Directors reviewed and considered the then existing non-employee director compensation plan in comparison to the Company’s peer group and the Company’s interest in retaining and recruiting qualified members of the Board of Directors. Effective February 26, 2021, the Board of Directors revised the non-employee director compensation program. Under the Company’s new non-executive director compensation policy, each non-executive director of the Board of Directors will receive the following compensation effective January 1, 2021 (or pro-rated for the duration of service during the year in which the director was appointed):

In addition, each non-employee director will receive an annual grant of restricted stock units (“RSUs”) with a value of $75,000 on the date of grant, such grants to be effective as of May 26, 2021 or such other date of the 2021 annual meeting of stockholders, and annually thereafter, prorated for partial years of service for directors who may be appointed in between annual meetings of stockholders, with all RSUs vesting upon the first anniversary of their grant, subject to continued service through the vesting date.

The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2020to each of our non-employee directors. Directors who are employed by us are not compensated for their service on our Board of Directors. Mr. Sawyer, who serves as our Chief Executive Officer, does not receive additional compensation for his service as a director and, therefore, is not included in the Director Compensation Table below. All compensation paid to Mr. Sawyer is reported in the Summary Compensation Table above.

Equity Compensation Plan Information

The following table provides certain aggregate information with respect to all of the Company’s equity compensation plans in effect as of December 31, 2020.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires directors and executive officers, and persons who own more than 10% of the Company’s common stock, to report to the SEC their initial ownership of the Company’s common stock and any subsequent changes in that ownership. Specific due dates for these reports have been established by the SEC, and we are required to disclose in this proxy statement any late filings or failures to file.

Based solely on our review of electronic filings with the SEC of such reports and written representations from our directors and executive officers, we believe that, during the 2020 fiscal year, Timothy B. Sawyer, our Chief Executive Officer, had one late Form 3 filing and one late Form 4 filing (reporting a stock option award), and Keith James, our Principal Accounting Officer, had one late Form 3 filing. These filings were delayed due to the technical difficulties in obtaining the appropriate EDGAR codes for both Mr. Sawyer and Mr. James in light of the COVID-19 challenges relating to both the Company’s and the SEC’s staff working remotely.

In addition, James C. Gale, a former director, and certain affiliated funds, including Life Sciences Opportunities Fund (Institutional) II, L.P., Life Sciences Opportunities Fund II, L.P., and Signet Healthcare Partners, LLC, who collectively owned more than 10% of the Company’s common stock, had four late Form 4 filings reporting sales of common stock.

[REPORT OF AUDIT COMMITTEE

The Audit Committee of the Board of Directors has furnished the following report:

The Audit Committee assists the Board of Directors in overseeing and monitoring the integrity of our financial reporting process, compliance with legal and regulatory requirements, and the quality of internal and external audit processes. This committee’s role and responsibilities are set forth in our charter adopted by the Board of Directors, which is available on our website at www.teligent.com. This committee reviews and reassesses our charter annually and recommends any changes to the Board of Directors for approval. The Audit Committee is responsible for overseeing our overall financial reporting process, and for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. In fulfilling its responsibilities for the financial statements for the fiscal year ended December 31, 2020, the Audit Committee took the following actions:

Based on the Audit Committee’s review of the audited financial statements and discussions with management and Deloitte & Touche LLP, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for filing with the SEC.]

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Other than the compensation agreements and other arrangements which are described in the “Executive Officer and Director Compensation” section of this proxy statement, during our last fiscal year, there has not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeded $120,000 and in which any of our directors, nominees for director, executive officers, holders of more than five percent of any class of our voting securities or any member of the immediate family of the foregoing persons had or will have a direct or indirect material interest.

Policies and Procedures Regarding Review, Approval, or Ratification of Related Person Transactions

The Audit Committee is responsible for reviewing and approving in advance the terms and conditions of all related person transactions. In carrying out its responsibilities, the Audit Committee reviews and considers information regarding the related person transaction as it deems appropriate under the circumstances, which may include information such as the related person’s interest in the transaction, the approximate dollar value involved in the transaction, whether the transaction was undertaken in the ordinary course of business, whether the executive’s dutiesterms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party and the purpose of, and the potential benefits to us of, the transaction. The Audit Committee may approve or ratify the transaction only if it determines that, under all of the circumstances, the transaction is not inconsistent with our best interests.

ELECTION OF DIRECTORS

(Proposal 1)

On March 11, 2021, the Board of Directors nominated Timothy B. Sawyer, John Celentano, Carole S. Ben-Maimon, M.D., William S. Marth, R. Carter Pate, and Thomas J. Sabatino, Jr. for election at the annual meeting. If they are elected, they will serve on our Board of Directors until the 2022 Annual Meeting of Stockholders and until their respective employment agreements, (ii) convictionsuccessors have been elected and qualified, or until his or her earlier resignation or removal.

Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election as directors of Timothy B. Sawyer, John Celentano, Carole S. Ben-Maimon, M.D., William S. Marth, R. Carter Pate, and Thomas J. Sabatino, Jr. In the event that any of the nominees become unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as the Board of Directors may recommend in that nominee’s place. We have no reason to believe that any nominee will be unable or unwilling to serve as a courtdirector.

Vote Required for Approval

A plurality of competent jurisdictionthe shares voted for each nominee at the annual meeting is required to elect each nominee as a director.

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF TIMOTHY B. SAWYER, JOHN CELENTANO, CAROLE S. BEN-MAIMON, M.D., William s. marth, R. carter pate, and THOMAS J. SABATINO, jr. AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT
A REVERSE SPLIT OF THE COMPANY’S COMMON STOCK

(Proposal 2)

The Proposal

The Board is seeking stockholder approval and adoption of an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Reverse Stock Split Charter Amendment”) to effect a crime constitutingreverse stock split of the outstanding shares of the Company’s common stock at a felonyreverse stock split ratio ranging from any whole number between one-for-three and one-for-five, as determined by the Board and publicly announced by the Company (the “Reverse Stock Split”). The Board has unanimously approved and declared advisable the Reverse Stock Split Charter Amendment and recommends that our stockholders approve and adopt the Reverse Stock Split Charter Amendment. The foregoing description of the Reverse Stock Split Charter Amendment is a summary and is subject to the full text of the Reverse Stock Split Charter Amendment, which is attached hereto as Appendix A.

If stockholders approve this proposal, the Board will cause the Reverse Stock Split Charter Amendment to be filed with the Delaware Secretary of State and effect the Reverse Stock Split, 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. If our stockholders approve both the Reverse Stock Split Charter Amendment and our Second Amended and Restated Certificate of Incorporation, we anticipate filing the Reverse Stock Split Charter Amendment with the Secretary of State of the State of Delaware prior to filing the Second Amended and Restated Certificate of Incorporation. However, approval of the Reverse Stock Split Charter Amendment by our stockholders is not cross-conditioned upon the approval of all or convictionany other Proposals at the annual meeting.

The Reverse Stock Split Charter 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-three and one-for-five, as determined by the Board. As of April 5, 2021, shares of our common stock were issued and outstanding. Based on such issued and outstanding number of shares, 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 act involving fraud, dishonestyfractional 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”).

Reasons for the Reverse Stock Split

On January 27, 2021, the Company issued approximately 85,412 shares of Series D Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”), pursuant to an Exchange Agreement (the “Exchange Agreement”) with certain credit funds and accounts managed by affiliates of Ares Management Corporation and the holders of all of the Company’s 9.5% Series C Senior Secured Convertible Notes due 2023. Such approximately 85,412 shares of Series D Preferred Stock are currently convertible into 17,082,285 shares of our common stock, and, based upon shares of our common stock outstanding as of April 5, 2021, and 100,000,000 authorized shares of common stock under our current Amended and Restated Certificate of Incorporation, we do not currently have a sufficient number of authorized and unissued shares to permit the conversion of all issued and outstanding shares of Series D Preferred Stock. Pursuant to the terms of the Exchange Agreement, the Company is required to seek the requisite approval of its stockholders of an amendment to its amended and restated certificate of incorporation to allow for the conversion in full of all shares of Series D Preferred Stock into shares of common stock (either by an increase in the number of authorized shares of common stock, the effectuation of a reverse stock split, or moral turpitude, (iii)otherwise) (the “Stockholder Approval”). The Exchange Agreement provides that, if the executive’s performanceCompany is unable to obtain the Stockholder Approval on or before July 1, 2021, then the Company will issue to each holder of Series D Preferred Stock, on a quarterly basis, additional shares of Series D Preferred Stock equal to 2.5% of the number of shares of Series D Preferred Stock originally issued to each such holder (the “Additional Shares”) until the Stockholder Approval is obtained (with a prorated amount of Series D Preferred Stock to be issued in the event the Stockholder Approval is obtained during any such calendar quarter). The Reverse Stock Split will enable us to comply with our obligations under the influenceExchange Agreement and avoid issuing any such Additional Shares.

The Company’s common stock is listed on the Nasdaq Global Select Market. We have previously received notices from the Listing Qualifications Department of controlled substances, or continued habitual intoxication, during working hours, after the Company shall have provided written notice to the executive and given the executive 30 days within which to commence rehabilitationNasdaq stating that we did not comply with respect thereto, and the executive shall have failed to commence such rehabilitation or continued to perform under the influence after such rehabilitation, (iv) frequent or extended, and unjustifiable (notcertain Nasdaq Listing Rules, including as a result of incapacity(i) the bid price of our common stock having closed below $1.00 per share for 30 consecutive days, which is the minimum required closing bid price for continued listing on Nasdaq pursuant to Listing Rule 5450(a)(1) (the “Bid Price Requirement”), and (ii) our having failed to maintain a minimum market value of publicly held shares of $15 million for 30 consecutive days (the “MVPHS Rule”). While we regained compliance with both the Bid Price Requirement and the MVPHS Rule, our Board believes that the Reverse Stock Split would, among other things, better enable us to maintain the listing of our common stock on Nasdaq. In the event that our stockholders fail to approve this proposal, the Company could be prevented in the future from complying with the minimum Bid Price Requirement, the MVPHS Rule or disability) absenteeism,other Nasdaq listing requirements. If Nasdaq were to delist our common stock as a result of our failure to comply with the Minimum Bid Requirement or otherwise, then our common stock would likely become traded on the over the counter market maintained by OTC Markets Group Inc., which shalldoes not have been cured within 30 daysthe substantial corporate governance or quantitative listing requirements for continued trading that Nasdaq has. In that event, interest in our common stock could 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 were to become 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 could 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 could be materially limited, which 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. Our Board has considered the potential harm to the Company of a delisting from Nasdaq and believes that a reverse stock split would help us maintain compliance with Nasdaq listing rules.

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. The current share price of our common stock can also 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 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 number 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 Bid Price Requirement and Nasdaq’s other listing requirements.

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 Reverse Stock Split Charter 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.

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 powers and the 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 materially affected by the Reverse Stock Split.

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 April 5, 2021, relating to our outstanding common stock based on the proposed Reverse Stock Split assuming that this proposal is approved and the Reverse Stock Split is implemented.

After the effective date of the Reverse Stock Split, our common stock will have a new CUSIP 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

In connection with 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 effectiveness of 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 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 certificated 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. Proposal 2 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 current 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 our Board of Directors approved either the business combination or the transaction which resulted in such person becoming an interested stockholder prior to such time, the interested stockholder acquired at least 85% of our outstanding voting stock in the transaction in which it became an interested stockholder, or at or subsequent to such time the business combination is approved by our Board of Directors, it is approved by the affirmative vote of at least 66^2/3% of the outstanding voting stock which is not owned by the interested stockholder. A “business combination” includes, among other things, a merger or consolidation involving us and the “interested stockholder” and the sale of more than 10% of our assets. 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 the initial public offering of our common stock.

Special Meetings of Stockholders; Advance Notice Requirements for Stockholder Proposals and Director Nominations: Our current Amended and Restated Certificate of Incorporation and 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 current 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:

As discussed in Proposals 3(a)-(d), our Board is recommending certain additional changes to our Amended and Restated Certificate of Incorporation.

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

The following is a summary of material U.S. federal income tax consequences to U.S. Holders (as defined below) of the Reverse Stock Split, but this summary does not purport to be a complete analysis of all potential tax considerations. 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 and tax treaties 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, administrative pronouncements and guidance of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities are subject to change or differing interpretations that may be applied retroactively in a manner that could adversely affect a U.S. Holder. 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 that the IRS or a court will not take a contrary position to those discussed below regarding the tax consequences to U.S. Holders 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 citizen or resident of the United States for U.S. federal income tax purposes, (b) a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (d) a trust if it (i) is subject to the primary supervision of a U.S. court and the control of one or more U.S. persons (as described in the Code), or (ii) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. 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 a partnership (or an entity or arrangement treated as a partnership) for U.S. federal income tax purposes holds our common stock, the tax treatment of the partnership and 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 of the purchase, ownership and disposition of our common stock.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE TAX ADVICE. HOLDERS OF OUR COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF 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 so qualifies, 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, U.S. Holders whose fractional shares resulting from the Reverse Stock Split are rounded up to the nearest whole share may recognize gain for U.S. 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. U.S. Holders should consult their own tax advisors regarding the tax consequences of the Reverse Stock Split for U.S. federal income tax purposes.

Rights of Appraisal

Under Delaware law, there are no appraisal rights with respect to the Reverse Stock Split Charter Amendment to be voted upon at the annual meeting.

Vote Required for Approval

The affirmative vote of the holders of a majority of the outstanding voting power of all common stock entitled to vote on the proposal is required to approve and adopt the Reverse Stock Split Charter Amendment to effect a reverse stock split of the common stock of the Company at a ratio to be determined by the Board within a range of between one-for-three and one-for-five, and publicly announced by the Company prior to the effectiveness of the Reverse Stock Split Charter Amendment. Approval of this Proposal 2 by our stockholders is not cross-conditioned upon the approval of all or any of Proposals 3(a)-(d) by our stockholders relating to our proposed Second Amended and Restated Certificate of Incorporation. Approval of Proposal 4 relating to our 2021 Omnibus Incentive Plan is conditioned up upon the effectiveness of a Reverse Stock Split at a ratio of at least one-for-three. If our stockholders do not approve the Reverse Stock Split Charter Amendment, then such condition to the effectiveness of the 2021 Omnibus Incentive Plan cannot be satisfied.

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL AND ADOPTION OF THE AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE SPLIT OF THE COMPANY’S COMMON STOCK AT A REVERSE STOCK SPLIT RATIO RANGING FROM ANY WHOLE NUMBER BETWEEN ONE-FOR-THREE AND ONE-FOR-FIVE, AS DETERMINED BY THE BOARD AND PUBLICLY ANNOUNCED BY THE COMPANY.

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY

(Proposal 3(a))

The Proposal

Proposals 3(a)-(d) relate to the proposed further amendment and restatement of our Amended and Restated Certificate of Incorporation (as proposed to be further amended and restated, the “Proposed Second Amended and Restated Certificate of Incorporation”). We are seeking stockholder approval of the Proposed Second Amended and Restated Certificate of Incorporation to update and make the document current and to improve the quality of our corporate governance. The Proposed Second Amended and Restated Certificate of Incorporation includes various updating, immaterial and clarifying changes, which we believe do not substantively affect stockholder rights, including:

In addition, there are several changes in the Proposed Second Amended and Restated Certificate of Incorporation that could be deemed to substantively affect stockholder rights, which have been set forth as separate subproposals:

Our Board of Directors unanimously approved and declared advisable, and unanimously recommends for stockholder approval, this Proposal 3(a), which would further amend and restate our Amended and Restated Certificate of Incorporation. The following discussion does not purport to be complete or cover all aspects in which the Company’s governance under the Proposed Certification of Incorporation would differ from the governance provisions currently in effect. For complete information, you should read the full text of the Proposed Second Amended and Restated Certificate of Incorporation included as Appendix B to this proxy statement.

In recommending the Proposed Second Amended and Restated Certificate of Incorporation, the Board of Directors was not motivated to implement anti-takeover mechanisms and has no plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences. Further, the proposed changes discussed below in Proposals 3(b), 3(c) and 3(d) are not the result of the Company’s knowledge of any effort by any party to accumulate the Company’s securities or otherwise obtain control of the Company by means of a merger, tender offer, solicitation in opposition or otherwise.

Rights of Appraisal

Under Delaware law, there are no appraisal rights with respect to the Proposed Second Amended and Restated Certificate of Incorporation, including the proposed changes in Proposals 3(b), 3(c) and 3(d), to be voted upon at the Annual 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 Proposed Second Amended and Restated Certificate of Incorporation. Each of the proposals comprising Proposal 3 is an element of a comprehensive updating of the Company’s governance arrangements. However, none of the proposals comprising Proposal 3 is cross-conditioned upon any of the other proposals comprising Proposal 3 being approved by the stockholders. Each of the proposed changes discussed below in Proposals 3(b), 3(c) and 3(d) is being voted on separately by the stockholders of the Company. If the stockholders approve some, but not all, of the proposals in Proposal 3, the Amended and Restated Certificate of Incorporation will only be amended and restated to reflect the amendments approved by the stockholders, and appropriate changes to the form of the Proposed Second Amended and Restated Certificate of Incorporation attached as Appendix B to this proxy statement would be made prior to its filing with the Delaware Secretary of State. Additionally, approval of Proposal 3 by our stockholders is not cross-conditioned upon the approval of Proposal 2 by our stockholders.

The Proposed Second Amended and Restated Certificate of Incorporation will become effective on the date the filing is accepted by the Delaware Secretary of State. If our stockholders approve both the Reverse Stock Split Charter Amendment and our Second Amended and Restated Certificate of Incorporation, we anticipate filing the Reverse Stock Split Charter Amendment with the Secretary of State of the State of Delaware prior to filing the Second Amended and Restated Certificate of Incorporation.

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THE STOCKHOLDERS VOTE “FOR” THE APPROVAL AND ADOPTION OF THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO UPDATE AND MAKE THE DOCUMENT CURRENT AND TO IMPROVE THE QUALITY OF OUR CORPORATE GOVERNANCE.

AMENDMENT IN THE PROPOSED SECOND AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION THAT GRANTS THE BOARD OF DIRECTORS SOLE AUTHORITY TO
DETERMINE THE SIZE OF THE BOARD OF DIRECTORS AND TO FILL VACANCIES AND NEWLY
CREATED DIRECTORSHIPS ON THE BOARD OF DIRECTORS

(Proposal 3(b))

The Proposal

We are seeking stockholder approval to grant the Board of Directors sole authority to determine the exact number of members of the Board of Directors and to fill vacancies and newly created directorships on the Board of Directors. Our Board of Directors unanimously approved and declared advisable, and unanimously recommends for stockholder approval, this Proposal 3(b), which would grant the Board of Directors the sole authority to change the number of directors of the Board of Directors and to fill any vacancy or newly created directorship on the Board of Directors.

This Proposal 3(b) should be read in conjunction with and is qualified in its entirety by reference to the text of Section 2 and Section 4 of Article Eighth in the Proposed Second Amended and Restated Certificate of Incorporation attached as Appendix B to this proxy statement.

Reasons for the Proposal

As permitted under the DGCL and in order to provide the Board of Directors with maximum flexibility, the Board of Directors is proposing Proposal 3(b) to grant the Board of Directors sole authority to determine the exact number of members of the Board of Directors as the Board of Directors shall from time to time fix by resolution and to fill any vacancies or newly created directorships occurring on the Board of Directors. This will permit the Board of Directors to add other qualified members as may be appropriate from time to time and to promptly fill vacancies or newly created directorships. In addition, in the event the Company in the future engages in a merger, acquisition or similar transaction with another company, this will provide the Company the maximum flexibility to increase the size of the Board of Directors and fill vacancies by offering board seats to the other company to promote continuity and unity of the combined company. Although adoption of Proposal 3(b) will eliminate the stockholders' right to set the number or range of number of directors for the Company and to vote on Board of Directors vacancies or newly created directorships, the Company’s stockholders will continue to vote on the Company’s directors on an annual basis.

Proposal 3(b) is not intended to be an anti-takeover provision. However, coupled with other provisions, Proposal 3(b) could have an anti-takeover effect. In addition, certain other proposals under this Proposal 3 may be deemed to have an anti-takeover effect. These provisions, collectively, could, under certain circumstances, discourage or make more difficult efforts to obtain control of the Company. The Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company. This proposal is not being presented with the intent that it be used to prevent or discourage any acquisition attempt.

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 Proposed Second Amended and Restated Certificate of Incorporation as it pertains to granting the Board of Directors sole authority to determine the exact number members of the Board of Directors as the Board of Directors shall from time to time fix by resolution and to filling any vacancy or newly created directorship on the Board of Directors. Each of the proposals comprising Proposal 3 is an element of a comprehensive updating of the Company’s governance arrangements. However, none of the proposals comprising Proposal 3 is cross-conditioned upon any of the other proposals comprising Proposal 3 being approved by the stockholders. If the stockholders approve some, but not all, of the proposals in Proposal 3, the Amended and Restated Certificate of Incorporation will only be amended and restated to reflect the amendments approved by the stockholders, and appropriate changes to the form of the Proposed Second Amended and Restated Certificate of Incorporation attached as Appendix B to this proxy statement would be made prior to its filing with the Delaware Secretary of State. Additionally, approval of Proposal 3 by our stockholders is not cross-conditioned upon the approval of Proposal 2 by our stockholders.

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL AND ADOPTION OF THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AS IT PERTAINS TO GRANTING THE BOARD OF DIRECTORS SOLE AUTHORITY TO DETERMINE THE EXACT NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS AS THE BOARD OF DIRECTORS SHALL FROM TIME TO TIME FIX BY RESOLUTION AND TO FILL ANY VACANCY OR NEWLY CREATED DIRECTORSHIP ON THE BOARD OF DIRECTORS.

AMENDMENT IN THE PROPOSED SECOND AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION THAT ELIMINATES THE ABILITY OF STOCKHOLDERS TO ACT BY WRITTEN
CONSENT OR ELECTRONIC TRANSMISSION

(Proposal 3(c))

The Proposal

We are seeking stockholder approval to eliminate the ability of stockholders to act by written consent or electronic transmission in lieu of a meeting of stockholders. Our Board of Directors believes that Proposal 3(c) is in the best interest of our stockholders in order to protect our stockholders from various takeover bids. Our Board of Directors unanimously approved and declared advisable, and unanimously recommends for stockholder approval, this Proposal 3(c), which would eliminate the ability of stockholders to act by written consent or electronic transmission.

This Proposal 3(c) should be read in conjunction with and is qualified in its entirety by reference to the text of Section 6 of Article Eighth of the Proposed Second Amended and Restated Certificate of Incorporation attached as Appendix B to this proxy statement.

Reasons for the Proposal

The DGCL provides that, unless otherwise provided in a corporation’s certificate of incorporation, any action that may be taken or is required to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action taken, are signed by the holders of not less than the minimum number of votes that would be necessary to take such action at a meeting at which all stockholders having a right to vote thereon were present and voted.

Our Amended and Restated Certificate of Incorporation currently does not contain any provision restricting or regulating stockholder action by written consent. Our Board of Directors believes the approval of this Proposal 3(c) is in our best interests should a person or group holding a majority of our stock seek to take stockholder action. By permitting action to be taken only at a duly called annual or special meeting of stockholders and eliminating action by written consent or electronic transmission of stockholders, the Proposed Second Amended and Restated Certificate of Incorporation would give all of our stockholders entitled to vote on a particular matter advance notice of and the opportunity to participate in the determination of any proposed action and the ability to take judicial or other action to protect their interests should they deem it appropriate. In addition, our Board of Directors believes that this Proposal 3(c) is desirable to avoid untimely notice of an action in a context that might not permit stockholders to have the full benefit of the knowledge, advice and participation of our management and Board of Directors. Holders of any series of preferred stock would retain the power to act by written consent or electronic consent to the extent not otherwise provided in the certificate of designations for any such series of preferred stock.

While Proposal 3(c) is not intended to be an anti-takeover provision, it could nonetheless have an anti-takeover effect. In addition, certain other proposals under this Proposal 3 may be deemed to have an anti-takeover effect. These provisions, collectively, could, under certain circumstances, discourage or make more difficult efforts to obtain control of the Company. The Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company. This proposal is not being presented with the intent that it be used to prevent or discourage any acquisition attempt.

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 Proposed Second Amended and Restated Certificate of Incorporation as it pertains to eliminating the ability of stockholders to act by written consent or electronic transmission. Each of the proposals comprising Proposal 3 is an element of a comprehensive updating of the Company’s governance arrangements. However, none of the proposals comprising Proposal 3 is cross-conditioned upon any of the other proposals comprising Proposal 3 being approved by the stockholders. If the stockholders approve some, but not all, of the proposals in Proposal 3, the Amended and Restated Certificate of Incorporation will only be amended and restated to reflect the amendments approved by the stockholders, and appropriate changes to the form of the Proposed Second Amended and Restated Certificate of Incorporation attached as Appendix B to this proxy statement would be made prior to its filing with the Delaware Secretary of State. Additionally, approval of Proposal 3 by our stockholders is not cross-conditioned upon the approval of Proposal 2 by our stockholders.

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL AND ADOPTION OF THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AS IT PERTAINS TO ELIMINATING THE ABILITY OF STOCKHOLDERS TO ACT BY WRITTEN CONSENT OR ELECTRONIC TRANSMISSION.

AMENDMENT IN THE PROPOSED SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THAT ELIMINATES THE RIGHTS OF HOLDERS OF OUR COMMON STOCK TO VOTE ON ANY AMENDMENT THAT RELATES SOLELY TO THE TERMS OF ONE OR MORE SERIES OF OUR PREFERRED STOCK