TGTX

tgtx20251112_8k.htm

false 0001001316

0001001316

2026-02-26 2026-02-26

​​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 26, 2026

TG Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-32639

36-3898269

(State or Other Jurisdiction

(Commission File Number)

(IRS Employer Identification No.)

of Incorporation)

​

​

​

3020 Carrington Mill Blvd, Suite 475

Morrisville, North Carolina 27560

(Address of Principal Executive Offices)

(212) 554-4484

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities filed pursuant to Section 12(b) of the Act:

Title of Class

Trading Symbol(s)

Exchange Name

Common Stock

TGTX

Nasdaq Capital Market

​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

​

On February 26, 2026, the Company issued a press release announcing results of operations for the three and twelve months ended December 31, 2025. A copy of such press release is being furnished as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press release issued by TG Therapeutics, Inc., dated February 26, 2026.

104

The cover page from this Current Report on Form 8-K formatted in Inline XBRL.

​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​

TG Therapeutics, Inc.

​

(Registrant)

Date: February 26, 2026

By:

/s/ Sean A. Power

​

​

Sean A. Power

​

​

Chief Financial Officer

​

tgtx20250909_8k.htm

false 0001001316

0001001316

2025-11-03 2025-11-03

​​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 3, 2025

TG Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-32639

36-3898269

(State or Other Jurisdiction

(Commission File Number)

(IRS Employer Identification No.)

of Incorporation)

​

​

​

3020 Carrington Mill Blvd, Suite 475

Morrisville, North Carolina 27560

(Address of Principal Executive Offices)

(212) 554-4484

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities filed pursuant to Section 12(b) of the Act:

Title of Class

Trading Symbol(s)

Exchange Name

Common Stock

TGTX

Nasdaq Capital Market

​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

​

On November 3, 2025, the Company issued a press release announcing results of operations for the three and nine months ended September 30, 2025. A copy of such press release is being furnished as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press release issued by TG Therapeutics, Inc., dated November 3, 2025.

104

The cover page from this Current Report on Form 8-K formatted in Inline XBRL.

​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​

TG Therapeutics, Inc.

​

(Registrant)

Date: November 3, 2025

By:

/s/ Sean A. Power

​

​

Sean A. Power

​

​

Chief Financial Officer

​

tgtx20250724_8k.htm

false 0001001316

0001001316

2025-08-04 2025-08-04

​​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 4, 2025

TG Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-32639

36-3898269

(State or Other Jurisdiction

(Commission File Number)

(IRS Employer Identification No.)

of Incorporation)

​

​

​

3020 Carrington Mill Blvd, Suite 475

Morrisville, North Carolina 27560

(Address of Principal Executive Offices)

(212) 554-4484

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities filed pursuant to Section 12(b) of the Act:

Title of Class

Trading Symbol(s)

Exchange Name

Common Stock

TGTX

Nasdaq Capital Market

​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

​

On August 4, 2025, the Company issued a press release announcing results of operations for the three and six months ended June 30, 2025. A copy of such press release is being furnished as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press release issued by TG Therapeutics, Inc., dated August 4, 2025.

104

The cover page from this Current Report on Form 8-K formatted in Inline XBRL.

​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​

TG Therapeutics, Inc.

​

(Registrant)

Date: August 4, 2025

By:

/s/ Sean A. Power

​

​

Sean A. Power

​

​

Chief Financial Officer

​

tgtx20250502_8k.htm

false 0001001316

0001001316

2025-05-05 2025-05-05

​​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 5, 2025

TG Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-32639

36-3898269

(State or Other Jurisdiction

(Commission File Number)

(IRS Employer Identification No.)

of Incorporation)

​

​

​

3020 Carrington Mill Blvd, Suite 475

Morrisville, North Carolina 27560

(Address of Principal Executive Offices)

(212) 554-4484

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities filed pursuant to Section 12(b) of the Act:

Title of Class

Trading Symbol(s)

Exchange Name

Common Stock

TGTX

Nasdaq Capital Market

​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

​

On May 5, 2025, the Company issued a press release announcing results of operations for the three months ended March 31, 2025. A copy of such press release is being furnished as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press release issued by TG Therapeutics, Inc., dated May 5, 2025.

104

The cover page from this Current Report on Form 8-K formatted in Inline XBRL.

​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​

TG Therapeutics, Inc.

​

(Registrant)

Date: May 5, 2025

By:

/s/ Sean A. Power

​

​

Sean A. Power

​

​

Chief Financial Officer

​

tgtx20250225_8k.htm

false 0001001316

0001001316

2025-03-03 2025-03-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 3, 2025

TG Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-32639

36-3898269

(State or Other Jurisdiction

(Commission File Number)

(IRS Employer Identification No.)

of Incorporation)

​

​

​

3020 Carrington Mill Blvd, Suite 475

Morrisville, North Carolina 27560

(Address of Principal Executive Offices)

(212) 554-4484

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities filed pursuant to Section 12(b) of the Act:

Title of Class

Trading Symbol(s)

Exchange Name

Common Stock

TGTX

Nasdaq Capital Market

​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

​

On March 3, 2025, the Company issued a press release announcing results of operations for the three and twelve months ended December 31, 2024. A copy of such press release is being furnished as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press release issued by TG Therapeutics, Inc., dated March 3, 2025.

Exhibit 104

The cover page from this Current Report on Form 8-K formatted in Inline XBRL.

​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​

TG Therapeutics, Inc.

​

(Registrant)

Date: March 3, 2025

By:

/s/ Sean A. Power

​

​

Sean A. Power

​

​

Chief Financial Officer

​

tgtx20241103_8k.htm

false 0001001316

0001001316

2024-11-04 2024-11-04

​​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 4, 2024

TG Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-32639

36-3898269

(State or Other Jurisdiction

(Commission File Number)

(IRS Employer Identification No.)

of Incorporation)

​

​

​

3020 Carrington Mill Blvd, Suite 475

Morrisville, North Carolina 27560

(Address of Principal Executive Offices)

(212) 554-4484

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities filed pursuant to Section 12(b) of the Act:

Title of Class

Trading Symbol(s)

Exchange Name

Common Stock

TGTX

Nasdaq Capital Market

​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

​

On November 4, 2024, the Company issued a press release announcing results of operations for the three and nine months ended September 30, 2024. A copy of such press release is being furnished as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press release issued by TG Therapeutics, Inc., dated November 4, 2024.

Exhibit 104

The cover page from this Current Report on Form 8-K formatted in Inline XBRL.

​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​

TG Therapeutics, Inc.

​

(Registrant)

Date: November 4, 2024

By:

/s/ Sean A. Power

​

​

Sean A. Power

​

​

Chief Financial Officer

​

tgtx20240805_8k.htm

false 0001001316

0001001316

2024-08-02 2024-08-02

​​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 2, 2024

TG Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-32639

36-3898269

(State or Other Jurisdiction

(Commission File Number)

(IRS Employer Identification No.)

of Incorporation)

​

​

​

3020 Carrington Mill Blvd, Suite 475

Morrisville, North Carolina 27560

(Address of Principal Executive Offices)

(212) 554-4484

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities filed pursuant to Section 12(b) of the Act:

Title of Class

Trading Symbol(s)

Exchange Name

Common Stock

TGTX

Nasdaq Capital Market

​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into Material Definitive Agreement

On August 2, 2024 (the “Closing Date”), TG Therapeutics, Inc. (the "Company" or the “Borrower”) entered into a term loan facility of $250 million (the “Initial Term Loan”) with Blue Owl Capital Corporation, as administrative agent (the “Administrative Agent”), HealthCare Royalty and Blue Owl Capital under the Financing Agreement (as defined below). The Initial Term Loan is governed by a financing agreement, dated as of the Closing Date (the “Financing Agreement”), which provides for (i) a single draw of the Initial Term Loan on the Closing Date and (ii) an uncommitted additional facility in an aggregate principal amount of up to $100 million.

The Initial Term Loan will mature on August 2, 2029 (the “Term Loan Maturity Date”). The Initial Term Loan accrues interest at a per annum rate of interest equal to an applicable margin plus, at the Borrower’s option, either (a) at a base rate determined by reference to the highest of (1) the prime rate published by the Wall Street Journal, (2) the federal funds effective rate plus 0.50% and (3) Term SOFR, plus 1.00% or (b) Term SOFR, which, shall be no less than 1.00%. The applicable margin for borrowings of the Initial Term Loan is determined on a quarterly basis by reference to a pricing grid based on the achievement of US Net Sales (as defined in the Financing Agreement) for the most recently completed four consecutive fiscal quarters of the Borrower and its Subsidiaries (as defined in the Financing Agreement). The pricing grid commences at 5.50% for SOFR borrowings and 4.50% for base rate borrowings and is subject to a 25 basis point step-down upon achievement of a specified US Net Sales threshold. The Initial Term Loan requires scheduled quarterly amortization payments, commencing with the fiscal quarter ending June 30, 2028, in an amount equal to $12.5 million, with the balance due and payable on the Term Loan Maturity Date; provided that such amortization payments may be deferred to the Term Loan Maturity Date upon the achievement of a Total Net Leverage Ratio (as defined in the Financing Agreement) that is less than or equal to an agreed threshold.

The Initial Term Loan is secured by a lien on substantially all of the assets of the Borrower and certain subsidiaries of the Borrower as guarantors (collectively, the “Loan Parties”) and contains customary covenants and representations.

The events of default under the Financing Agreement are customary for financings of this type. If an event of default occurs, the Administrative Agent is entitled to take enforcement action, including acceleration of amounts due under the Financing Agreement.

The description of the Financing Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the complete text of Financing Agreement, which will be filed as an exhibit to a subsequent periodic report of the Company

Item 1.02. Termination of a Material Definitive Agreement

On the Closing Date, the Company repai

tgtx20240430_8k.htm

false 0001001316

0001001316

2024-05-01 2024-05-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 1, 2024

TG Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-32639

36-3898269

(State or Other Jurisdiction

(Commission File Number)

(IRS Employer Identification No.)

of Incorporation)

3020 Carrington Mill Blvd, Suite 475

Morrisville, North Carolina 27560

(Address of Principal Executive Offices)

(212) 554-4484

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

☐

Pre-commencement communications pursuant to Rule 14d‑2b under the Exchange Act (17 CFR 240.14d‑2(b))

☐

Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Securities filed pursuant to Section 12(b) of the Act:

Title of Class

Trading Symbol(s)

Exchange Name

Common Stock

TGTX

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b‑2 of the Securities Exchange Act of 1934 (17 CFR §240.12b‑2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On May 1, 2024, TG Therapeutics, Inc. (the “Company”) issued a press release announcing results of operations for the three months ended March 31, 2024. A copy of such press release is being furnished as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press release issued by TG Therapeutics, Inc., dated May 1, 2024.

Exhibit 104

The cover page from this Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TG Therapeutics, Inc.

(Registrant)

Date: May 1, 2024

By:

/s/ Sean A. Power

Sean A. Power

Chief Financial Officer

tgtx20240227_8k.htm

false 0001001316

0001001316

2024-02-28 2024-02-28

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 28, 2024

TG Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-32639

36-3898269

(State or Other Jurisdiction

(Commission File Number)

(IRS Employer Identification No.)

of Incorporation)

​

​

​

3020 Carrington Mill Blvd, Suite 475

Morrisville, North Carolina 27560

(Address of Principal Executive Offices)

(212) 554-4484

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities filed pursuant to Section 12(b) of the Act:

Title of Class

Trading Symbol(s)

Exchange Name

Common Stock

TGTX

Nasdaq Capital Market

​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

​

Item 2.02. Results of Operations and Financial Condition.

​

On February 28, 2024, TG Therapeutics, Inc. (the “Company”) issued a press release announcing results of operations for the three and twelve months ended December 31, 2023. A copy of such press release is being furnished as Exhibit 99.1.

​

In accordance with General Instruction B.2 of Form 8-K, the information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

​

​

Item 9.01. Financial Statements and Exhibits.

​

Exhibit No.

Description

99.1

​

Press Release, dated February 28, 2024.

Exhibit 104

The cover page from this Current Report on Form 8-K formatted in Inline XBRL

​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​

TG THERAPEUTICS, INC.

​

(Registrant)

Date: February 28, 2024

By:

/s/ Sean A. Power

​

Name:

Sean A. Power

​

Title:

Chief Financial Officer

tgtx20231030_8k.htm

false 0001001316

0001001316

2023-11-01 2023-11-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 1, 2023

TG Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-32639

36-3898269

(State or Other Jurisdiction

(Commission File Number)

(IRS Employer Identification No.)

of Incorporation)

3020 Carrington Mill Blvd, Suite 475

Morrisville, North Carolina 27560

(Address of Principal Executive Offices)

(212) 554-4484

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

☐ Pre-commencement communications pursuant to Rule 14d‑2b under the Exchange Act (17 CFR 240.14d‑2(b))

☐ Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Securities filed pursuant to Section 12(b) of the Act:

Title of Class

Trading Symbol(s)

Exchange Name

Common Stock

TGTX

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b‑2 of the Securities Exchange Act of 1934 (17 CFR §240.12b‑2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On November 1, 2023, TG Therapeutics, Inc. (the “Company”) issued a press release announcing results of operations for the three and nine months ended September 30, 2023. A copy of such press release is being furnished as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press release issued by TG Therapeutics, Inc., dated November 1, 2023.

Exhibit 104

The cover page from this Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TG Therapeutics, Inc.

(Registrant)

Date: November 1, 2023

By:

/s/ Sean A. Power

Sean A. Power

Chief Financial Officer

0001001316false00010013162023-07-282023-07-28 ​ ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 28, 2023 TG Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) ​

​

​

Delaware 001-32639 36-3898269

(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)

of Incorporation) ​ ​

​ 3020 Carrington Mill Blvd, Suite 475 Morrisville, North Carolina 27560 (Address of Principal Executive Offices) (212) 554-4484 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities filed pursuant to Section 12(b) of the Act: ​

​

​

Title of Class Trading Symbol(s) Exchange Name

Common Stock

TGTX

Nasdaq Capital Market

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​

Item 1.01. Entry into a Material Definitive Agreement. ​ On July 28, 2023, TG Therapeutics, Inc. (the “Company”) and its wholly-owned subsidiary TG Biologics, Inc. entered into a Commercialization Agreement (the “Agreement”) with Neuraxpharm Pharmaceuticals, S.L. (“Neuraxpharm”), pursuant to which the Company granted Neuraxpharm an exclusive license to commercialize BRIUMVI® (ublituximab) for relapsing forms of multiple sclerosis (“RMS”) in Europe and certain other territories outside the United States (collectively, the “Territory”), excluding Canada and Mexico, which are retained by the Company, and certain Asian countries previously partnered. ​ Under the terms of the Agreement, Neuraxpharm is obligated to use commercially reasonable efforts to launch and commercialize BRIUMVI in the Territory, including maintaining current marketing authorizations, and obtaining additional marketing authorizations for BRIUMVI in the Territory, in accordance with a commercialization plan. The Company retains an option to buy back all rights under the Agreement for a period of approximately two years in the event of a change in control of the Company. ​ The Company will receive an upfront cash payment of $140 million plus an additional $12.5 million upon the commercial launch of BRIUMVI in the first European country. The Company is also entitled to receive up to an additional $492.5 million in milestone-based payments from Neuraxpharm if certain launch and commercial milestones are achieved. The total deal is valued at up to $645 million in upfront and milestone payments. In addition, the Company will receive tiered double-digit royalties on net product sales up to 30%. ​ The Company will supply Neuraxpharm with BRIUMVI manufactured by the Company’s third-party supplier on an exclusive basis in accordance with a master services agreement entered into by the Company and Neuraxpharm (the “Master Services Agreement”). The Company will supply all required quantities of BRIUMVI for the Territory, by way of a supply chain previously established by the Company, as set forth in the Master Services Agreement. ​ The Agreement will continue in effect until terminated pursuant to its terms. The Agreement may be terminated earlier by either party for (i) an uncured material breach of the Agreement by the other party or (ii) insolvency or bankruptcy on the part of the other party. Additionally, the Company may terminate the Agreement in whole or in part in the event of (i) certain patent challenges by Neuraxpharm, (ii) the failure by Neuraxpharm to achieve a minimum percentage of certain sales targets, or (iii) a change of control of the Company during the approximately two-year period following entry into the Agreement (in connection with the buy-back described above). ​ The Company expects to file the Agreement as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023. The foregoing is a description of certain terms of the Agreement and is intended to be a summary of the material terms and is qualified in its entirety by reference to t

0001001316false00010013162023-05-012023-05-01 ​ ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 1, 2023 TG Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) ​

​

​

Delaware 001-32639 36-3898269

(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)

of Incorporation) ​ ​

​ 3020 Carrington Mill Blvd, Suite 475 Morrisville, North Carolina 27560 (Address of Principal Executive Offices) (212) 554-4484 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities filed pursuant to Section 12(b) of the Act: ​

​

​

Title of Class Trading Symbol(s) Exchange Name

Common Stock

TGTX

Nasdaq Capital Market

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​ ​

Item 2.02. Results of Operations and Financial Condition. ​ On May 1, 2023, TG Therapeutics, Inc. (the “Company”) issued a press release announcing results of operations for the three months ended March 31, 2023. A copy of such press release is being furnished as Exhibit 99.1. ​ In accordance with General Instruction B.2 of Form 8-K, the information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. ​ ​ Item 9.01. Financial Statements and Exhibits. ​

Exhibit No.

Description

99.1 ​ Press release issued by TG Therapeutics, Inc., dated May 1, 2023.

​ ​ ​

Exhibit 104

The cover page from this Current Report on Form 8-K formatted in Inline XBRL.

​ ​ ​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​ TG Therapeutics, Inc.

​ (Registrant)

​ ​ ​

Date: May 1, 2023 By: /s/ Sean A. Power

​ Sean A. Power

​ Chief Financial Officer

​ ​ ​ ​ ​ ​ ​

0001001316false1001400010013162023-02-282023-02-28 ​ ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 28, 2023 TG Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) ​

​

​

Delaware 001-32639 36-3898269

(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)

of Incorporation) ​ ​

​ 3020 Carrington Mill Blvd, Suite 475 Morrisville, North Carolina (Address of Principal Executive Offices) (212) 554-4484 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities filed pursuant to Section 12(b) of the Act: ​

​

​

Title of Class Trading Symbol(s) Exchange Name

Common Stock

TGTX

Nasdaq Capital Market

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​ ​

Item 2.02. Results of Operations and Financial Condition. ​ On February 28, 2023, TG Therapeutics, Inc. issued a press release announcing results of operations for the three and twelve months ended December 31, 2022. A copy of such press release is being furnished as Exhibit 99.1. ​ In accordance with General Instruction B.2 of Form 8-K, the information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. ​ ​ Item 9.01. Financial Statements and Exhibits. ​

Exhibit No.

Description

99.1 ​ Press Release, dated February 28, 2023.

​ ​ ​

Exhibit 104

The cover page from this Current Report on Form 8-K formatted in Inline XBRL

​ ​ ​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​

​

​

​

TG THERAPEUTICS, INC.

​ (Registrant)

​ ​ ​

Date: February 28, 2023 By: /s/ Sean A. Power

​ Name: Sean A. Power

​ Title: Chief Financial Officer

​ ​ ​ ​ ​ ​ ​

0001001316false00010013162022-11-102022-11-10 ​ ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 10, 2022 TG Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) ​

​

​

Delaware 001-32639 36-3898269

(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)

of Incorporation) ​ ​

​ 2 Gansevoort Street, 9th Floor New York, New York 10014 (Address of Principal Executive Offices) (212) 554-4484 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities filed pursuant to Section 12(b) of the Act: ​

​

​

Title of Class Trading Symbol(s) Exchange Name

Common Stock

TGTX

Nasdaq Capital Market

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​ ​

Item 2.02. Results of Operations and Financial Condition. On November 10, 2022, TG Therapeutics, Inc. (the “Company”) issued a press release announcing results of operations for the three and nine months ended September 30, 2022. A copy of such press release is being furnished as Exhibit 99.1. ​ In accordance with General Instruction B.2 of Form 8-K, the information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. ​ ​ Item 9.01. Financial Statements and Exhibits. ​

Exhibit No.

Description

99.1 ​ Press release issued by TG Therapeutics, Inc., dated November 10, 2022.

​ ​ ​

Exhibit 104

The cover page from this Current Report on Form 8-K formatted in Inline XBRL.

​ ​ ​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​ ​

​

​

​ TG Therapeutics, Inc.

​ (Registrant)

​ ​ ​

Date: November 10, 2022 By: /s/ Sean A. Power

​ ​ Sean A. Power

​ ​ Chief Financial Officer

​ ​ ​ ​ ​ ​ ​

0001001316false00010013162022-08-082022-08-08 ​ ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2022 TG Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) ​

​

​

Delaware 001-32639 36-3898269

(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)

of Incorporation) ​ ​

​ 2 Gansevoort Street, 9th Floor New York, New York 10014 (Address of Principal Executive Offices) (212) 554-4484 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities filed pursuant to Section 12(b) of the Act: ​

​

​

Title of Class Trading Symbol(s) Exchange Name

Common Stock

TGTX

Nasdaq Capital Market

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​ ​

Item 2.02. Results of Operations and Financial Condition. ​ On August 8, 2022, TG Therapeutics, Inc. (“TG” or the “Company”) issued a press release announcing results of operations for the three and six months ended June 30, 2022. A copy of such press release is being furnished as Exhibit 99.1. ​ In accordance with General Instruction B.2 of Form 8-K, the information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. ​ ​ ​ ​ Item 9.01. Financial Statements and Exhibits. ​

Exhibit No.

Description

99.1 ​ Press Release, dated August 8, 2022.

​ ​ ​

Exhibit 104

The cover page from this Current Report on Form 8-K formatted in Inline XBRL

​ ​ ​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​ ​

TG THERAPEUTICS, INC.

​ (Registrant)

​ ​ ​

Date: August 8, 2022 By: /s/ Sean A. Power

​ Name: Sean A. Power

​ Title: Chief Financial Officer

​ ​ ​ ​ ​ ​ ​ ​ ​

0001001316false00010013162022-03-012022-03-01 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 1, 2022 TG Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) ​

​

​

Delaware 001-32639 36-3898269

(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)

of Incorporation) ​ ​

​ 2 Gansevoort Street, 9th Floor New York, New York 10014 (Address of Principal Executive Offices) (212) 554-4484 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities filed pursuant to Section 12(b) of the Act: ​

​

​

Title of Class Trading Symbol(s) Exchange Name

Common Stock

TGTX

Nasdaq Capital Market

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​ ​

Item 2.02. Results of Operations and Financial Condition. On March 1, 2022, TG Therapeutics, Inc. (“TG” or the “Company”) issued a press release announcing results of operations for the three and twelve months ended December 31, 2021. A copy of such press release is being furnished as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

99.1 ​ Press Release, dated March 1, 2022.

​ ​ ​

Exhibit 104

The cover page from this Current Report on Form 8-K formatted in Inline XBRL

​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​

​

​

​

TG THERAPEUTICS, INC.

​ (Registrant)

​ ​ ​

Date: March 1, 2022 By: /s/ Sean A. Power

​ Name: Sean A. Power

​ Title: Chief Financial Officer

​ ​

0001001316false00010013162021-11-042021-11-04 ​ ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2021 TG Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) ​ ​

​

​

Delaware 001-32639 36-3898269

(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)

of Incorporation) ​ ​

​ 2 Gansevoort Street, 9th Floor New York, New York 10014 (Address of Principal Executive Offices) (212) 554-4484 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities filed pursuant to Section 12(b) of the Act: ​ ​

​

​

Title of Class Trading Symbol(s) Exchange Name

Common Stock

TGTX

Nasdaq Capital Market

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​ ​ ​

Item 2.02. Results of Operations and Financial Condition. ​ On November 4, 2021, TG Therapeutics, Inc. (“TG” or the “Company”) issued a press release announcing results of operations for the three and nine months ended September 30, 2021. A copy of such press release is being furnished as Exhibit 99.1. ​ In accordance with General Instruction B.2 of Form 8-K, the information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. ​ Item 9.01. Financial Statements and Exhibits. ​ ​

​

​

Exhibit No.

Description

​ ​ ​

99.1 ​ Press Release, dated November 4, 2021.

​ ​ ​

Exhibit 104 ​ The cover page from this Current Report on Form 8-K formatted in Inline XBRL

​ ​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​

TG THERAPEUTICS, INC.

​ (Registrant)

​ ​ ​

Date: November 4, 2021 By: /s/ Sean A. Power

​ Name: Sean A. Power

​ Title: Chief Financial Officer

​ ​ ​

0001001316false00010013162021-08-022021-08-02 ​ ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 2, 2021 TG Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) ​ ​

​

​

Delaware 001-32639 36-3898269

(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)

of Incorporation) ​ ​

​ 2 Gansevoort Street, 9th Floor New York, New York 10014 (Address of Principal Executive Offices) (212) 554-4484 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities filed pursuant to Section 12(b) of the Act: ​ ​

​

​

Title of Class Trading Symbol(s) Exchange Name

Common Stock

TGTX

Nasdaq Capital Market

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​ ​ ​

Item 2.02. Results of Operations and Financial Condition. ​ On August 2, 2021, TG Therapeutics, Inc. (“TG” or the “Company”) issued a press release announcing results of operations for the three and six months ended June 30, 2021. A copy of such press release is being furnished as Exhibit 99.1. ​ In accordance with General Instruction B.2 of Form 8-K, the information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. ​ Item 9.01. Financial Statements and Exhibits. ​ ​

​

​

Exhibit No.

Description

​ ​ ​

99.1 ​ Press Release, dated August 2, 2021.

​ ​ ​

Exhibit 104 ​ The cover page from this Current Report on Form 8-K formatted in Inline XBRL

​ ​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​

TG THERAPEUTICS, INC.

​ (Registrant)

​ ​ ​

Date: August 2, 2021 By: /s/ Sean A. Power

​ Name: Sean A. Power

​ Title: Chief Financial Officer

​ ​ ​

0001001316false00010013162021-05-102021-05-10 ​ ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2021 TG Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) ​ ​

​

​

Delaware 001-32639 36-3898269

(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)

of Incorporation) ​ ​

​ 2 Gansevoort Street, 9th Floor New York, New York 10014 (Address of Principal Executive Offices) (212) 554-4484 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities filed pursuant to Section 12(b) of the Act: ​ ​

​

​

Title of Class Trading Symbol(s) Exchange Name

Common Stock

TGTX

Nasdaq Capital Market

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​ ​ ​

Item 2.02. Results of Operations and Financial Condition. On May 10, 2021, TG Therapeutics, Inc. (“TG” or the “Company”) issued a press release announcing results of operations for the three months ended March 31, 2021. A copy of such press release is being furnished as Exhibit 99.1. ​ Item 9.01. Financial Statements and Exhibits. Exhibit No. ​ Description

​ ​ ​

99.1 ​ Press Release, dated May 10, 2021.

​ ​ ​

Exhibit 104 ​ The cover page from this Current Report on Form 8-K formatted in Inline XBRL

​ ​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​

TG THERAPEUTICS, INC.

​ (Registrant)

​ ​ ​

Date: May 10, 2021 By: /s/ Sean A. Power

​ Name: Sean A. Power

​ Title: Chief Financial Officer

​ ​ ​

0001001316false00010013162021-03-022021-03-02 ​ ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 2, 2021 TG Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) ​ ​

​

​

Delaware 001-32639 36-3898269

(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)

of Incorporation) ​ ​

​ 2 Gansevoort Street, 9th Floor New York, New York 10014 (Address of Principal Executive Offices) (212) 554-4484 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities filed pursuant to Section 12(b) of the Act: ​ ​

​

​

Title of Class Trading Symbol(s) Exchange Name

Common Stock

TGTX

Nasdaq Capital Market

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​ ​ ​

Item 2.02. Results of Operations and Financial Condition. ​ On March 2, 2021, TG Therapeutics, Inc. (“TG” or the “Company”) issued a press release announcing results of operations for the three and twelve months ended December 31, 2020. The Company will host an investor conference call today, March 2, 2021, at 8:30am ET, during which the Company will provide a brief overview of its fourth quarter financial results and provide a business outlook for 2021. A copy of such press release is being furnished as Exhibit 99.1. ​ Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press Release, dated March 2, 2021.

​ ​ ​

Exhibit 104

The cover page from this Current Report on Form 8-K formatted in Inline XBRL

​ ​ ​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​ ​ ​

​

​

​ TG Therapeutics, Inc.

​ (Registrant)

​ ​

​ ​

​ ​

Date: March 2, 2021 By: /s/ Sean A. Power

​ Sean A. Power

​ Chief Financial Officer

​ ​ ​