Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
36-3898269
(I.R.S.
Employer
Identification
No.)
|
|
|
2 Gansevoort St., 9
th
Floor
New York, New York
(Address
of principal executive offices)
|
10014
(Zip
Code)
|
Common
Stock, Par Value $0.001 Per Share
(Title
of Class)
|
The
Nasdaq Capital Market
(Name
of Each Exchange on Which Registered)
|
|
|
10.7
|
Restricted Stock
Subscription Agreement, effective December 29, 2011 between the
Registrant and Sean Power (incorporated by reference to Exhibit
10.33 to the Registrant’s Form 10-K for the fiscal year ended
December 31, 2011). †
|
|
|
10.8
|
Amendment to
Restricted Stock Agreement, dated July 12, 2013, by and between TG
Therapeutics, Inc. and Sean A. Power (incorporated by reference to
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K
filed on July 16, 2013). †
|
|
|
10.9
|
Amendment to
Restricted Stock Agreements, dated December 31, 2014, by and
between TG Therapeutics, Inc. and Sean A. Power (incorporated by
reference to Exhibit 10.2 to the Registrant’s Current Report
on Form 8-K filed on January 7, 2015). †
|
|
|
10.10
|
License Agreement,
dated January 30, 2012, by and among the Registrant, GTC
Biotherapeutics, Inc., LFB Biotechnologies S.A.S. and LFB/GTC LLC
(incorporated by reference to Exhibit 10.35 to the
Registrant’s Form 10-K for the fiscal year ended December 31,
2011). *
|
|
|
10.11
|
TG Therapeutics,
Inc. Amended and Restated 2012 Incentive Plan, dated May 14, 2012
(incorporated by reference to Exhibit 10.1 to the
Registrant’s Form 10-Q/A for the quarter ended March 31,
2012).
|
|
|
10.12
|
First Amendment to
TG Therapeutics, Inc. Amended and Restated 2012 Incentive Plan,
filed with the Registrant’s Definitive Proxy Statement for
the Annual Meeting of Stockholders on June 4, 2015, filed on April
24, 2015, and incorporated herein by reference.
|
|
|
10.13
|
Sublicense
Agreement between TG Therapeutics, Inc. and Ildong Pharmaceutical
Co. Ltd., dated November 13, 2012 (incorporated by reference to
Exhibit 10.37 to the Registrant’s Form 10-K for the fiscal
year ended December 31, 2012). *
|
|
|
10.14
|
License Agreement
between TG Therapeutics, Inc. and Ligand Pharmaceuticals
Incorporated, dated June 23, 2014 (incorporated by reference to
Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter
ended June 30, 2014).*
|
|
|
10.15
|
Licensing Agreement
between TG Therapeutics, Inc. and Rhizen Pharmaceuticals SA, dated
September 22, 2014 (incorporated by reference to Exhibit 10.1 to
the Registrant’s Current Report on Form 8-K filed on January
20, 2015). *
|
|
|
10.16
|
Collaboration
Agreement between TG Therapeutics, Inc. and Checkpoint
Therapeutics, Inc., dated March 3, 2015 (incorporated by reference
to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter
ended March 31, 2015). *
|
|
|
10.17
|
Sublicense
Agreement between TG Therapeutics, Inc. and Checkpoint
Therapeutics, Inc., dated May 27, 2016, (incorporated by reference
to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter
ended June 30, 2016). *
|
|
|
10.18
|
Amendment to
Employment Agreement, effective January 1, 2017, between TG
Therapeutics, Inc. and Michael S. Weiss. #†
|
|
|
10.19
|
Advisory Agreement,
effective January 1, 2017, between TG Therapeutics, Inc. and Caribe
BioAdvisors, LLC. #
|
|
|
21.1
|
Subsidiaries of TG
Therapeutics, Inc.
|
|
|
23.1
|
Consent of
Independent Registered Public Accounting Firm
|
|
|
31.1
|
Certification of
Principal Executive Officer
|
|
|
31.2
|
Certification of
Principal Financial Officer
|
|
|
32.1
|
Certification of
Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
|
32.2
|
Certification of
Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
|
101
|
The following
financial information from TG Therapeutics, Inc.’s Annual
Report on Form 10-K for the year ended December 31, 2016,
formatted in XBRL (eXtensible Business Reporting Language): (i)
Consolidated Balance Sheets, (ii) Consolidated Statements of
Operations, (iii) Consolidated Statements of Stockholders’
Equity, (iv) Consolidated Statements of Cash Flows,
(v) the Notes to Consolidated Financial
Statements.
|
TG THERAPEUTICS,
INC.
|
|
|
By:
/s/ Sean A. Power
|
|
Sean
A. Power
Chief Financial
Officer
|
Signatures
|
|
Title
|
|
|
|
/s/ Michael S.
Weiss*
Michael S.
Weiss
|
|
Executive
Chairman, Chief Executive Officer and President
(principal
executive officer)
|
/s/ Sean A.
Power
Sean A.
Power
|
|
Chief Financial
Officer
(principal
financial and accounting officer)
|
/s/ Laurence N.
Charney*
Laurence N.
Charney
|
|
Director
|
/s/ Yann
Echelard*
Yann
Echelard
|
|
Director
|
/s/ Kenneth
Hoberman*
Kenneth
Hoberman
|
|
Director
|
/s/ Daniel
Hume*
Daniel
Hume
|
|
Director
|
/s/ William J.
Kennedy*
William J.
Kennedy
|
|
Director
|
/s/ Mark
Schoenebaum, M.D.*
Mark Schoenebaum,
M.D.
|
|
Director
|
Exhibit
|
|
Number
|
Exhibit Description
|
|
|
10.18
|
Amendment to
Employment Agreement, effective January 1, 2017, between TG
Therapeutics, Inc. and Michael S. Weiss. †
|
|
|
10.19
|
Advisory Agreement,
effective January 1, 2017, between TG Therapeutics, Inc. and Caribe
BioAdvisors, LLC.
|
|
|
31.1
|
Certification of
Principal Executive Officer
|
|
|
31.2
|
Certification of
Principal Financial Officer
|
|
|
32.1
|
Certification of
Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
|
32.2
|
Certification of
Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
Date of Grant
|
Unvested Shares Outstanding
|
May 16,
2012
|
1,125,000
|
December
28, 2012
|
400,000
|
December
28, 2012
|
86,743
|
December
30, 2013
|
491,920
|
December
30, 2014
|
268,603
|
June 4,
2015
|
337,257
|
December
31, 2015
|
672,343
|
TOTAL
|
3,381,866
|
TG THERAPEUTICS,
INC.
|
|
|
By:
/s/ Sean A. Power
|
|
Sean
A. Power
Chief Financial
Officer
|
|
|
|
By:
/s/ Michael S. Weiss
|
|
Michael S. Weiss
|
|
|
CARIBE BIOADVISORS,
LLC
|
|
|
By:
/s/ Michael S. Weiss
|
|
Michael S. Weiss
Chief Executive
Officer
|
TG THERAPEUTICS,
INC.
|
|
|
By:
/s/ Sean A. Power
|
|
Sean
A. Power
Chief Financial
Officer
|
|
Market Cap on the first day of any Calendar Quarter
|
Fee for that Calendar Quarter
|
Annual Management Fee
|
Below
$500M
|
$25,000
|
$100,000
|
$500M-$750M
|
$62,500
|
$250,000
|
$750M-$1B
|
$125,000
|
$500,000
|
$1B-$1.5B
|
$187,500
|
$750,000
|
$1.5-$3B
|
$250,000
|
$1,000,000
|
>$3B
|
$375,000
|
$1,500,000
|
Shares
|
Vesting
|
860,000
|
Upon
achievement of a Market Capitalization of $375
million.
|
1,060,000
|
Upon
achievement of a Market Capitalization of $400
million.
|
700,000
|
Upon
achievement of a Market Capitalization of $450
million.
|
340,000
|
Upon
achievement of a Market Capitalization of $750
million.
|
2,960,000
|
|
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K
of TG Therapeutics, Inc.;
|
|
2.
|
Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this
report;
|
|
3.
|
Based on my knowledge, the consolidated
financial statements, and other financial information included in
this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer
and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
|
|
a)
|
Designed such disclosure controls and
procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;
|
|
b)
|
Designed such internal control over financial
reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting
principles;
|
|
c)
|
Evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the
registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter
(the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal
control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer
and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the
registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the
equivalent functions):
|
|
a)
|
All significant deficiencies and material
weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect
the registrant’s ability to record, process, summarize and
report financial information; and
|
|
b)
|
Any fraud, whether or not material, that
involves management or other employees who have a significant role
in the registrant’s internal control over financial
reporting.
|
Date: March 21,
2017
|
|
/s/ Michael S.
Weiss
|
|
Michael S.
Weiss
Executive Chairman, Chief Executive Officer and President Principal Executive Officer |
|
1.
|
I have reviewed this annual report on Form 10-K
of TG Therapeutics, Inc.;
|
|
2.
|
Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this
report;
|
|
3.
|
Based on my knowledge, the consolidated
financial statements, and other financial information included in
this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer
and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
|
|
a)
|
Designed such disclosure controls and
procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;
|
|
b)
|
Designed such internal control over financial
reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting
principles;
|
|
c)
|
Evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the
registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter
(the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal
control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer
and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the
registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the
equivalent functions):
|
|
a)
|
All significant deficiencies and material
weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect
the registrant’s ability to record, process, summarize and
report financial information; and
|
|
b)
|
Any fraud, whether or not material, that
involves management or other employees who have a significant role
in the registrant’s internal control over financial
reporting.
|
Date: March 21,
2017
|
|
/s/ Sean A.
Power
|
|
Sean A. Power
Chief Financial Officer
Principal Financial
and Accounting Officer
|
Date: March 21,
2017
|
|
/s/ Michael S.
Weiss
|
|
Michael S.
Weiss
Executive Chairman, Chief Executive Officer and President Principal Executive Officer |
Date: March 21,
2017
|
|
/s/ Sean A.
Power
|
|
Sean A. Power
Chief Financial Officer
Principal Financial
and Accounting Officer
|