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Item 9A. Controls and Procedures

2025-03-03 compared with 2024-02-29 · 366 added, 369 removed, 884 unchanged (45% of the section changed)

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Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms.

Based upon that evaluation, our Chief Executive and Chief Financial Officers concluded that, as of December 31, 2023, our disclosure controls and procedures were effective.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were effective.

Management ’ s Annual Report on Internal Control over Financial Reporting.

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Our management has concluded that, as of December 31, 2024, our internal control over financial reporting was effective based on these criteria.

The effectiveness of our internal control over financial reporting as of December 31, 2023 was audited by KPMG LLP, our independent registered public accounting firm, as stated in their report.

The effectiveness of our internal control over financial reporting as of December 31, 2024 was audited by KPMG LLP, our independent registered public accounting firm, as stated in their report included herein on page F-3.

Remediation of Material Weakness.

During the fiscal quarter ended June 30, 2024, management identified a material weakness in our internal control over financial reporting related to a process-level control over share-based payment awards that was not designed effectively.

This ineffectively designed control was attributable to insufficient risk assessment with regards to non-routine share-based payment awards.

Our remediation efforts involved designing and implementing additional preventative controls around non-routine share-based payment awards to ensure the appropriate recognition and measurement of such awards, as well as enhanced risk assessment procedures to ensure that all non-routine share-based payment awards are appropriately identified and evaluated.

Management, including our Chief Executive Officer and Chief Financial Officer, has performed testing to verify the effective design and successful operating effectiveness of the new or enhanced controls and determined that control activities have operated effectively for a sufficient period of time and based upon their evaluations, concluded that the previously disclosed material weakness has been remediated as of December 31, 2024.

Changes in Internal Control Over Financial Reporting.

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Except with respect to the remediated material weakness described above, there have not been any changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls.

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During the three months ended December 31, 2024, none of our directors or executive officers adopted or terminated a Rule 10b5 - 1 trading arrangement (as defined in Item 408 (a)( 1 )(i) of Regulation S-K) or adopted or terminated a non-Rule 10b5 - 1 trading arrangement (as defined in Item 408 (c) of Regulation S-K) for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by this Item is incorporated herein by reference from our Proxy Statement for our 2025 Annual Meeting of Stockholders.

We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.

EXECUTIVE COMPENSATION.

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EXHIBITS and FINANCIAL STATEMENT SCHEDULES.

(a) The following documents are filed as part of this Annual Report on Form 10-K:

Consolidated Financial Statements

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All schedules are omitted as the information required is inapplicable or the information is presented in the consolidated financial statements or the related notes.

See Exhibit Index below.

(b) The following exhibits are filed as part of this Annual Report on Form 10-K.

Exhibit Description

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dated June 16, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 21, 2021).

Certificate of Amendment to Amended and Restated Certificate of Incorporation of TG Therapeutics, Inc.

dated June 14, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on June 17, 2024).

Amended and Restated Bylaws of TG Therapeutics, Inc.

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Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10-K for the year ended December 31, 2011).

Stockholder Protection Rights Agreement, dated July 18, 2014 between TG Therapeutics, Inc.

and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on July 21, 2014).

Description of Securities of TG Therapeutics, Inc.

(incorporated by reference to Exhibit 4.5 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020).

Employment Agreement, effective December 29, 2011, between the Registrant and Michael Weiss (incorporated by reference to Exhibit 10.30 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2011).

Restricted Stock Subscription Agreement, effective December 29, 2011, between the Registrant and Michael Weiss (incorporated by reference to Exhibit 10.31 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2011).

Restricted Stock Subscription Agreement, effective December 29, 2011, by and between TG Therapeutics, Inc.

and Michael Weiss (incorporated by reference to Exhibit 10.31 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2011).

Amendment to Restricted Stock Agreement, dated July 12, 2013, by and between TG Therapeutics, Inc.

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Weiss (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 7, 2015).

Employment Agreement, effective December 29, 2011, between the Registrant and Sean Power (incorporated by reference to Exhibit 10.32 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2011).

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).

Employment Agreement, effective December 29, 2011, between TG Therapeutics, Inc.

Power (incorporated by reference to Exhibit 10.32 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2011).

Restricted Stock Subscription Agreement, effective December 29, 2011 between TG Therapeutics, Inc.

Power (incorporated by reference to Exhibit 10.33 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2011).

Amendment to Restricted Stock Agreement, dated July 12, 2013, by and between TG Therapeutics, Inc.

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Power (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 7, 2015).

License Agreement dated January 30, 2012, by and among the Registrant, GTC Biotherapeutics, Inc., LFB Biotechnologies S.A.S.

License Agreement dated January 30, 2012, by and among TG Therapeutics, Inc., 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).

Sublicense Agreement between TG Therapeutics, Inc.

Sublicense Agreement, dated November 13, 2012, by and 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).

License Agreement between TG Therapeutics, Inc.

(incorporated by reference to Exhibit 10.37 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2012).

License Agreement by and 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).*

License Agreement between TG Therapeutics, Inc.

License Agreement by and 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).

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).

Sublicense Agreement between TG Therapeutics, Inc.

Sublicense Agreement by and 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).

Amendment to Employment Agreement, effective January 1, 2017, between TG Therapeutics, Inc.

Amendment to Employment Agreement, effective January 1, 2017, by and between TG Therapeutics, Inc.

and Michael S.

Weiss (incorporated by reference to Exhibit 10.18 to the Registrant’s Form 10-K/A for the year ended December 31, 2016).

License Agreement between TG Therapeutics, Inc.

License Agreement by and between TG Therapeutics, Inc.

and Jiangsu Hengrui Medicine Co., dated January 8, 2018 (incorporated by reference to Exhibit 10.20 to the Registrant’s Form 10-K for the year ended December 31, 2017).

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and Novimmune S.A., dated June 18, 2018 (incorporated by reference to Exhibit 10.20 to the Registrant’s Form 10-Q for the quarter ended June 30, 2018).

Master Services Agreement between Samsung Biologics Co., Ltd.

Master Services Agreement by and between Samsung Biologics Co., Ltd.

And TG Therapeutics, Inc., effective February 21, 2018 (incorporated by reference to the Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 2019).

Loan and Security Agreement, dated February 28, 2019, by and among TG Therapeutics, Inc., TG Biologics, Inc.

and Hercules Capital, Inc.

(incorporated by reference to the Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 5, 2019).

Warrant Agreement, dated February 28, 2019, by and between TG Therapeutics, Inc.

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Weiss, dated June 18, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10 Q for the quarter ended June 30, 2021).

Amended and Restated Loan and Security Agreement, dated December 30, 2021, by and among TG Therapeutics, Inc., TG Biologics, Inc.

and Hercules Capital, Inc.

(incorporated by reference to Exhibit 10.28 to the Registrant’s Form 10-K for the year ended December 31, 2021).

Warrant Agreement, dated December 30, 2021, by and between TG Therapeutics, Inc.

and Hercules Capital Inc.

(incorporated by reference to Exhibit 10.29 to the Registrant’s Form 10-K for the year ended December 31, 2021).

Warrant Agreement, dated December 30, 2021, by and between TG Therapeutics, Inc.

and Hercules Private Credit Fund I L.P.

(incorporated by reference to Exhibit 10.30 to the Registrant’s Form 10-K for the year ended December 31, 2021).

Warrant Agreement, dated December 30, 2021, by and between TG Therapeutics, Inc.

and Hercules Private Global Venture Growth Fund I L.P.

(incorporated by reference to Exhibit 10.31 to the Registrant’s Form 10-K for the year ended December 31, 2021).

TG Therapeutics, Inc.

2022 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 23, 2022).

First Amendment to Amended and Restated Loan and Security Agreement, dated March 31, 2023, by and among TG Therapeutics, Inc., TG Biologics, Inc.

and Hercules Capital, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended March 31, 2023).

Amendment to the TG Therapeutics, Inc.

2022 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 17, 2024).

Amended and Restated Warrant Agreement, dated March 31, 2023, by and between TG Therapeutics, Inc.

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License Agreement, dated January 7, 2024, by and between TG Therapeutics, Inc., TG Cell Therapy, Inc., and Precision BioSciences, Inc.

(incorporated by reference to Exhibit 10.38 to the Registrant’s Form 10-K for the year ended December 31, 2023).*

Financing Agreement, dated August 2, 2024, by and among TG Therapeutics, Inc., certain subsidiaries of TG Therapeutics, Inc., various lenders from time to time party thereto, and Blue Owl Capital Corporation (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 2024).*

Master Services Agreement, effective October 8, 2024, by and among TG Therapeutics, Inc., Fujifilm Diosynth Biotechnologies North Carolina, Inc.

and Fujifilm Diosynth Biotechnologies Denmark Aps (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended September 30, 2024).*

TG Therapeutics, Inc.

Insider Trading Policy #

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Form 10-K for the year ended December 31, 2023).

Subsidiaries of TG Therapeutics, Inc.

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TG Therapeutics, Inc.

Clawback Policy #

Clawback Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Form 10-K for the year ended December 31, 2023).

The following financial information from TG Therapeutics, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in iXBRL (Inline 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.

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Cover Page Interactive Data File (embedded within inline XBRL included as Exhibit 101).

Filed Herewith.

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generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 29, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 3, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Commercialization agreement with Neuraxpharm

As discussed in Note 2 to the consolidated financial statements, the Company entered into a commercialization agreement (the Commercialization Agreement) with Neuraxpharm Pharmaceuticals, S.L.

(Neuraxpharm) that granted Neuraxpharm the exclusive right to commercialize BRIUMVI in certain territories.

The arrangement also provides Neuraxpharm with the right to make optional purchases of BRIUMVI.

The consideration for these optional purchases of BRIUMVI by Neuraxpharm approximates the price that a customer in the territories would be willing to pay for these goods.

In 2023, the Company recognized a non-refundable upfront payment of $140.0 million as License Revenue related to the Commercialization Agreement.

We identified the evaluation of the accounting for the supply terms of the Commercialization Agreement with Neuraxpharm as a critical audit matter.

Specifically, complex auditor judgment was required to evaluate the Company’s assessment of whether the optional purchases of BRIUMVI granted a material right to Neuraxpharm, due to the complexity of evaluating whether the contractual pricing is commensurate with standalone selling price.

Estimate of certain product revenue reserves

As discussed in Note 1 to the consolidated financial statements, the Company records product revenue reserves, which are classified as a reduction in product revenues, to account for the components of variable consideration.

Variable consideration includes chargebacks, government rebates, trade discounts and allowances, commercial payer rebates, product returns, and co-payment assistance.

These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable or a liability.

The Company's estimates of reserves established for variable consideration are calculated based on the expected value method, which is the sum of probability-weighted amounts in a range of possible consideration amounts.

These estimates reflect the Company's current contractual requirements, customer channel mix, changes to product price, government pricing calculations, and industry data.

We identified the estimate of product revenue reserves related to co-payment assistance rebates and government rebates for Medicaid as a critical audit matter.

The evaluation of these reserves involved especially challenging auditor judgment due to measurement uncertainty and limited historical data.

The reserves are calculated by estimating which of the Company’s product revenue transactions will ultimately be subject to a related rebate and the amount of such rebate.

There was limited historical data available for the Company to use in its determination of these key assumptions as the Company’s only product, BRIUMVI, was launched commercially in January 2023.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of an internal control in the Company’s revenue process used to evaluate key terms of contracts with customers, including the evaluation of the standalone selling price of BRIUMVI.

We obtained an understanding of the Commercialization Agreement by reading the contracts and conducting meetings with Company personnel responsible for negotiating the contracts.

We evaluated management’s accounting conclusions with respect to the supply terms within the Commercialization Agreement.

We recalculated the contractual price of the optional purchases and inspected the Company’s analysis of the standalone selling price of BRIUMVI using an expected cost plus a margin approach.

We obtained and inspected both external and internal evidence used by the Company in its analysis of the standalone selling price and compared this evidence to available industry information for the relevant territories.

We also performed a sensitivity analysis to evaluate the impact that a change in margin would have on the conclusion that the contractual pricing of optional purchases of BRIUMVI is commensurate with standalone selling price.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s product revenue reserves process, including controls over determination of the key assumptions noted above.

We evaluated the reserves related to co-payment assistance rebates and Medicaid rebates by developing an independent expectation based on external and internal information and comparing the result to the Company’s estimated reserves.

For a sample of claims related to co-payment assistance rebates and Medicaid rebates, we inspected underlying documentation and related disbursements made by the Company.

We have served as the Company’s auditor since 2021.

New York, New York

February 29, 2024

March 3, 2025

Report of Independent Registered Public Accounting Firm

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 29, 2024 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated March 3, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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New York, New York

February 29, 2024

March 3, 2025

TG Therapeutics, Inc.

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Accounts receivable, net

Prepaid research and development

129,185 51,093

110,458 39,823

Other current assets

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Right of use assets

Leasehold interest, net

Equipment, net

Other Noncurrent Assets(1)

$ 577,690 $ 329,587

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Lease liability – current portion

Deferred revenue - current portion(1)

Accrued compensation

15,185 12,172

Total current liabilities

90,679 53,720

Deferred revenue

Deferred revenue, non-current portion

244,429 100,118

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Stockholders’ equity:

Common stock, $ 0.001 par value per share ( 175,000,000 shares authorized, 151,465,598 and 146,426,697 shares issued, 151,424,289 and 146,385,388 shares outstanding at December 31, 2023 and December 31, 2022, respectively

Common stock, $ 0.001 par value per share ( 190,000,000 and 175,000,000 shares authorized, 156,204,159 and 151,465,598 shares issued, 155,836,256 and 151,424,289 shares outstanding at December 31, 2024 and December 31, 2023, respectively

Additional paid-in capital

1,760,396 1,713,162

Treasury stock, at cost, 41,309 shares at December 31, 2023 and December 31, 2022

Treasury stock, at cost, 367,903 and 41,309 shares at December 31, 2024 and December 31, 2023

( 8,994 ) ( 234 )

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The accompanying notes are an integral part of the consolidated financial statements.

(1) Amounts as of December 31, 2023 have been reclassified to conform to current period presentation.

TG Therapeutics, Inc.

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Product revenue, net

License, milestone and other revenue

License, milestone, royalty and other revenue

Total revenue

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5,179,201 5 ( 5 ) — — — —

Warrants issued with debt financing

— — 2,195 — — — 2,195

Forfeiture of restricted stock

( 2,186,956 ) - 2 2 — — — —

Offering Costs Paid

— — ( 204 ) — — — ( 204 )

Issuance of common stock in At-the-Market offerings (net of offering costs of $ 0.1 million)

72,000 * 2,423 — — — 2,423

Compensation in respect of restricted stock granted to employees, directors and consultants

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3,620,237 4 ( 4 ) — — — —

Warrants issued with debt financing

Forfeiture of restricted stock

( 213,192 ) * * — — — —

Issuance of common stock in At-the-Market offerings (net of offering costs of $ 0.8 million)

1,385,700 1 46,295 — — — 46,296

Compensation in respect of restricted stock granted to employees, directors and consultants

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4,751,729 5 ( 5 ) — — — —

Warrants issued with debt financing

Issuance of common stock in connection with cashless exercise of warrants

129,792 * * — — — —

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( 294,773 ) * * — — — —

Issuance of common stock in At-the-Market offerings (net of offering costs of $ 0.8 million)

Repurchase of common stock

— — — 326,594 ( 8,760 ) — ( 8,760 )

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Net income (loss)

$ 12,672 $ ( 198,335 ) $ ( 348,101 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Loss on extinguishment of debt

Noncash stock compensation expense

37,933 19,185 61,274

Depreciation and amortization

Amortization of premium (discount) on investment securities

( 2,236 ) ( 331 ) 517

Amortization of discount on investment securities

Amortization of debt issuance costs

2,378 1,844 1,080

Amortization of leasehold interest

Noncash change in lease liability and right of use asset

1,963 2,715 1,896

Change in fair value of equity investments

Change in fair value of notes payable

113 ( 116 ) ( 578 )

Changes in assets and liabilities:

Increase in inventory

( 36,938 ) — —

Decrease (increase) in other current assets

( 2,831 ) 8,181 ( 8,508 )

Decrease (increase) in accounts receivable

( 51,093 ) 1,389 ( 1,389 )

(Decrease) increase in accounts payable and accrued expenses

192 ( 11,010 ) 15,991

(Increase) decrease in other current assets

(Increase) decrease in accounts receivable

Increase (decrease) in accounts payable and accrued expenses

Decrease in lease liabilities

( 2,375 ) ( 2,332 ) ( 2,012 )

Increase (decrease) in other current liabilities

2,675 2,277 ( 16,146 )

Increase in other current liabilities

Increase (decrease) in deferred revenue

5,711 ( 152 ) ( 152 )

Net cash used in operating activities

( 31,413 ) ( 176,170 ) ( 295,634 )

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from maturity of short-term securities

96,229 87,275 55,600

Investment in held-to-maturity securities

( 146,880 ) ( 107,274 ) ( 55,531 )

Investment in long-term securities

Purchases of PPE

— ( 14 ) ( 401 )

Net cash used in investing activities

( 50,651 ) ( 20,013 ) ( 332 )

CASH FLOWS FROM FINANCING ACTIVITIES

Payment of loan payable

— ( 975 ) ( 30,000 )

Proceeds from sale of common stock, net

46,296 — 2,219

Proceeds from exercise of options

1,534 584 216

Proceeds from debt financings

25,000 — 70,000

Financing costs paid

( 125 ) — ( 1,016 )

Purchase of treasury stock

Net cash provided by (used in) financing activities

72,705 ( 391 ) 41,419

NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

( 9,359 ) ( 196,574 ) ( 254,547 )

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD

103,577 300,151 554,698

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD

$ 94,218 $ 103,577 $ 300,151

Reconciliation to amounts on condensed consolidated balance sheets:

Reconciliation to amounts on consolidated balance sheets:

Cash and cash equivalents

$ 92,933 $ 102,304 $ 298,887

Restricted cash

1,285 1,273 1,264

Total cash, cash equivalents and restricted cash

$ 94,218 $ 103,577 $ 300,151

Cash paid for:

8,771 $ 5,445 $ 3,466

NONCASH TRANSACTIONS

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DESCRIPTION OF BUSINESS

TG Therapeutics is a fully-integrated, commercial stage, biopharmaceutical company focused on the acquisition, development and commercialization of novel treatments for B-cell diseases.

In addition to a research pipeline including several investigational medicines, TG has received approval from the U.S.

Food and Drug Administration (FDA) for BRIUMVI® (ublituximab-xiiy) for the treatment of adult patients with relapsing forms of multiple sclerosis (RMS), to include clinically isolated syndrome, relapsing-remitting disease, and active secondary progressive disease, in adults, as well as approval by the European Commission (EC) and the Medicines and Healthcare Products Regulatory Agency (MHRA) for BRIUMVI to treat adult patients with RMS who have active disease defined by clinical or imaging features in Europe and the United Kingdom, respectively.

TG Therapeutics is a fully-integrated, commercial stage, biopharmaceutical company focused on the acquisition, development and commercialization of novel treatments for B-cell mediated diseases.

TG has received approval from the U.S.

Food and Drug Administration (FDA) for BRIUMVI® (ublituximab-xiiy) for the treatment of adult patients with relapsing forms of multiple sclerosis (RMS), to include clinically isolated syndrome, relapsing-remitting disease and active secondary progressive disease, in adults, as well as approval by the European Commission (EC) and the Medicines and Healthcare products Regulatory Agency (MHRA) for BRIUMVI to treat adult patients with RMS who have active disease defined by clinical or imaging features in Europe and the United Kingdom (UK), respectively.

We also actively evaluate complementary products, technologies and companies for in-licensing, partnership, acquisition and/or investment opportunities.

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Historically, we have incurred operating losses since our inception;

however, the Company experienced a net profit during the twelve months ended December 31, 2023 due to a $ 140.0 million non-refundable upfront payment recognized as license revenue in the third quarter of 2023 as part of our ex-U.S.

commercialization agreement (the Commercialization Agreement) with Neuraxpharm Pharmaceuticals, S.L.

(Neuraxpharm) (see Note 2 for more information).

We expect to continue to incur operating losses in the near term and may never become profitable.

however, during the years ended December 31, 2024, and December 31, 2023 the Company generated net income.

During the years ended December 31, 2023, the Company experienced a net profit due to a $ 140.0 million non-refundable upfront payment recognized as license revenue in the third quarter of 2023 as part of our Commercialization Agreement with Neuraxpharm (see Note 2 for more information).

While we have recently generated net income, we have incurred significant operating losses since our inception, and we may incur losses in the future.

As of December 31, 2024, we have an accumulated deficit of $ 1.5 billion.

Our major sources of cash have been proceeds from private placements and public offerings of equity securities, from our loan and security agreements executed with Hercules Capital, Inc.

(Hercules) (see Note 7 for more information), and the upfront payment from the Commercialization Agreement (see Note 2 for more information).

Our major sources of cash have been proceeds from private placements and public offerings of equity securities, from our loan and security agreements, the upfront payment from the Commercialization Agreement (see Note 2 for more information), and from product revenue from drug sales of BRIUMVI.

Substantially all our operating losses have resulted from costs incurred in connection with our research and development programs and from selling, general and administrative costs associated with our operations, including our commercialization activities.

As of December 31 2023, we had generated $ 92.0 million in product revenue from sales of BRIUMVI.

For the year ended December 31, 2024, we generated $ 313.7 million in product revenue from drug sales of BRIUMVI.

BRIUMVI first became commercially available in the United States in January of 2023.

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licensing partner, Neuraxpharm, in November 2023.

Even with the commercialization of BRIUMVI and the possible future commercialization of our other drug candidates, we may not become profitable.

Our ability to achieve profitability depends on our ability to generate revenue and many other factors, including our ability to successfully commercialize our drug candidates alone or in partnership;

Even with the commercialization of BRIUMVI and the possible future commercialization of our other drug candidates, we may not realize continued profitability.

Our ability to achieve continued profitability depends on our ability to generate revenue and many other factors, including our ability to successfully commercialize our drug candidates alone or in partnership;

successfully complete any post-approval regulatory obligations;

and our ability to maintain or obtain regulatory approval for our drug candidates.

We may continue to incur operating losses even now that we are generating revenues from BRIUMVI.

As of December 31, 2023, we had $ 217.5 million in cash and cash equivalents, and investment securities.

We may incur operating losses even now that we are generating revenues from BRIUMVI.

As of December 31, 2024 , we had $ 311.0 million in cash and cash equivalents, and short-term investment securities.

We anticipate that our cash, cash equivalents, and investment securities as of December 31, 2024, combined with projected revenues associated with the sale of BRIUMVI in the U.S.

and ex-U.S., will provide sufficient liquidity for more than a twelve -month period from the date of filing this Annual Report on Form 10 -K.

The actual amount of cash that we will need to operate is subject to many factors, including, but not limited to, our commercialization efforts for BRIUMVI, preparations for the potential commercialization of our other drug candidates, and the timing, design and conduct of clinical trials for our drug candidates as well as the costs associated with licensing or otherwise acquiring new product candidates.

The actual amount of cash that we will need to operate is subject to many factors, including, but not limited to, our commercialization efforts for BRIUMVI and the timing, design and conduct of clinical trials for our drug candidates as well as the costs associated with licensing or otherwise acquiring new product candidates.

We may be dependent upon significant future financing to provide the cash necessary to execute our ongoing and future operations, including the commercialization of any of our drug candidates.

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INVESTMENT SECURITIES

Investment securities at December 31, 2023 and 2022 consist of short-term and long-term government securities.

Investment securities at December 31, 2024 and 2023 consist of short-term government securities.

We classify these securities as held-to-maturity.

6 unchanged sentences

Dividend and interest income are recognized when earned.

Our equity securities consist of common stock of Precision BioSciences, Inc.

Equity securities are recognized at their fair value in accordance with ASC 321, Investments – Equity Securities.

Forward contracts to purchase equity securities that do not qualify as derivatives under ASC 815 are accounted for in accordance with ASC 321.

These forward contracts are recorded at fair value at the balance sheet date.

See Note 5 for further details.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and short-term investments.

16 unchanged sentences

The Company's estimates of reserves established for variable consideration are calculated based upon a consistent application of the expected value method, which is the sum of probability-weighted amounts in a range of possible consideration amounts.

These estimates reflect the Company's current contractual and statutory requirements, specific known market events and trends, industry data, and forecasted customer buying and payment patterns.

These estimates reflect the Company's current contractual requirements, customer channel mix, changes to product price, government pricing calculations and industry data.

The amount of variable consideration that is included in the transaction price may be subject to constraint and is included in net product revenues only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period.

26 unchanged sentences

Notes to Consolidated Financial Statements

As of December 31, 2023 , the Company has not received any returns related to sales of BRIUMVI.

As of December 31, 2024 , the Company has $ 0.1 million in returns related to sales of BRIUMVI.

Co-Payment Assistance Programs:

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Deferred revenues not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as long-term liabilities.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

ACCOUNTS RECEIVABLE

9 unchanged sentences

Inventories are stated at the lower of cost or estimated net realizable value with cost based on the first -in- first -out method (FIFO).

We classify inventory costs as long-term, in other assets in our consolidated balance sheets, when we expect to utilize the inventory beyond our normal operating cycle.

Prior to regulatory approval, we expense costs relating to the production of inventory as research and development expense in the period incurred.

2 unchanged sentences

Prior to the approval of BRIUMVI, all manufacturing and other potential costs related to the commercial launch of BRIUMVI were expensed to research and development expense in the period incurred.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

RESEARCH AND DEVELOPMENT COSTS

7 unchanged sentences

As such, certain expense accruals related to clinical site costs are recognized based on the degree of performance of the event or events specified in the specific clinical study or trial contract.

Prepaid research and development in our consolidated balance sheets includes, among other things, costs related to agreements with CROs, certain costs to third -party service providers related to development and manufacturing services as well as clinical development.

These agreements often require payments in advance of services performed or goods received.

Accordingly, as of December 31, 2023 and December 31, 2022 , we recorded approximately $ 4.2 million in prepaid research and development related to such advance agreements.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Income taxes are accounted for under the asset and liability method.

8 unchanged sentences

We recognize interest and penalties related to uncertain income tax positions in income tax expense.

Refer to Note 9 for further information on impact of tax reform.

Refer to Note 9 for further information.

STOCK-BASED COMPENSATION

The Company measures employee and non-employee stock-based compensation based on the grant date fair value of the stock-based compensation award.

The Company grants stock options at exercise prices equal to the fair value of the Company’s common stock on the date of grant, based on observable market prices.

The Company uses the Black-Scholes option-pricing model to measure the fair value of stock option awards.

Stock-based compensation costs related to equity awards granted to employees and non-employees are measured at the date of grant based on the fair value of the award.

We estimate the grant date fair value of options, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model.

Equity awards with market conditions are valued using advanced option-pricing models, such as a Monte Carlo simulation.

The effect of a market condition is reflected in the award’s fair value on the grant date.

For time-based or performance-based restricted stock, the fair value is based on the market value of our common stock on the date of grant.

Stock-based compensation expense for time-based restricted stock and options is recognized on a straight-line basis over the requisite service period.

Stock-based compensation expense for awards that vest upon the achievement of milestones is recognized over the requisite service period when the achievement of such milestones becomes probable.

Stock-based compensation expense for an award that has a market condition is recognized over the requisite service period, which is derived from the valuation model, even if the market condition is never satisfied.

We recognize all stock-based payments to employees and non-employee directors (as compensation for service) as noncash compensation expense in the consolidated financial statements.

Stock-based compensation expense recognized each period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest during the period.

Forfeitures are recognized as they occur.

In addition, because some of the options, restricted stock and warrants issued to employees, consultants and other third parties vest upon achievement of certain milestones, the total expense is uncertain.

Compensation expense for such awards that vest upon the achievement of milestones is recognized when the achievement of such milestones becomes probable.

SHARES REPURCHASE

The Company repurchases shares through open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b - 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act).

We account for shares repurchased under the treasury accounting method (ASC 505 - 30 ).

We recognize the amount paid to repurchase the shares as a reduction of stockholders’ equity and include treasury stock on a separate line item in the equity section of our consolidated balance sheet.

Treasury stock is excluded from shares outstanding.

TG Therapeutics, Inc.

4 unchanged sentences

Diluted net income (loss) per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as warrants, stock options, and restricted stock, which would result in the issuance of incremental shares of common stock.

The impact of these items is anti-dilutive during periods of net loss.

Therefore, basic and diluted net income (loss) per share were the same for all periods presented in the consolidated statement of operations, except for the year ended December 31, 2023, as the Company had net income for that period

The impact of these items is anti-dilutive during periods of net loss, therefore, basic and diluted net loss per share were the same for the year ended December 31, 2022 in the consolidated statement of operations as a result of the Company’s net loss during the year ended December 31, 2022.

During the years ended December 31, 2024 and December 31, 2023, the Company had net income and as such presents the dilutive effect of potential common shares in the computation of basic and diluted earnings per share in the table below.

The following table summarizes our potentially dilutive securities at December 31, 2024, 2023 and 2022 :

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If we conclude it is more likely than not that the fair value is less than the carrying amount, a quantitative test that compares the fair value to its carrying value is performed to determine the amount of any impairment.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

All leases with a lease term greater than 12 months, regardless of lease type classification, are recorded as an obligation on the balance sheet with a corresponding right-of-use asset.

2 unchanged sentences

Right-of-use assets are valued at the initial measurement of the lease liability, plus any initial direct costs or rent prepayments, minus lease incentives and any deferred lease payments.

Operating lease right-of-use assets are recorded right of use assets on the consolidated balance sheet and lease cost is recognized on a straight-line basis.

Operating lease assets are recorded to right of use assets on the consolidated balance sheet and lease cost is recognized on a straight-line basis.

Leases with an initial term of 12 months or less are not recorded on the balance sheet and we recognize lease expense for these leases on a straight-line basis over the term of the lease.

In determining whether a contract contains a lease, asset and service agreements are assessed at onset and upon modification for criteria of specifically identified assets, control and economic benefit.

SEGMENT REPORTING

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) to allocate resources and assess performance.

The Company operates in one reportable segment, B-cell mediated disease therapy, which includes all activities related to the development and commercialization of novel treatments, including BRIUMVI, to address unmet medical needs and improve the lives of patients.

The determination of a single reportable segment is consistent with the consolidated financial information regularly provided to the Company’s chief operating decision maker (CODM), which is its chief executive officer, who reviews and evaluates consolidated net income (loss) for purposes of assessing performance, making operating decisions, allocating resources and planning and forecasting for future periods.

The measure of segment assets is reported on the balance sheet as total assets.

IMMATERIAL CORRECTIONS OF PRIOR PERIOD FINANCIAL STATEMENTS

During July of 2024, the Company identified an error related to the expense recognition of a single restricted stock award granted in 2021.

The impact of the error was an understatement of non-cash compensation expense (SG&A) in the years ended December 31, 2021 and 2022 and a corresponding understatement of additional paid in capital (APIC).

The Company concluded the error did not result in a material misstatement of the Company’s previously issued consolidated financial statements.

Accordingly, the Company corrected the relevant consolidated financial statements and related footnotes for the year ended December 31, 2022 within these consolidated financial statements.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

NOTE 2 - REVENUE

7 unchanged sentences

152 140,153 152

Milestone Revenue

Royalty Revenue

Other Revenue

1,823 1,504 -

Total Revenue

$ 329,004 $ 233,662 $ 2,785

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Product revenue, net

2 unchanged sentences

Year ended December 31,

$ 310,023 $ 88,786 $ -

International

3,705 3,219 -

$ 313,728 $ 92,005 $ -

$ - $ - $ 2,633

International

$ - $ - $ 2,633

Total product revenue, net

$ 310,023 $ 88,786 $ 2,633

International

3,705 3,219 -

$ 313,728 $ 92,005 $ 2,633

We began shipping BRIUMVI to our U.S.

4 unchanged sentences

market effective May 31, 2022.

During 2023, approximately $ 9.2 million of gross-to-net accruals entirely related to U.S.

sales of BRIUMVI have been recorded as a reduction of accounts receivable, net and within accounts payable and accrued expenses on the condensed consolidated balance sheets.

As of December 31, 2024 and 2023, approximately $ 32.0 million and $ 9.2 million, respectively, of gross-to-net accruals entirely related to U.S.

sales of BRIUMVI have been recorded as a reduction of accounts receivable, net and within accounts payable and accrued expenses on the consolidated balance sheets.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

License Agreements

1 unchanged sentence

On July 28, 2023, the Company entered into the Commercialization Agreement with Neuraxpharm.

The Company granted Neuraxpharm the exclusive right to commercialize BRIUMVI in certain territories outside the United States, Canada, and Mexico, the commercialization rights for which had been previously retained by the Company, thus excluding certain Asian countries subject to previously existing partnerships (the Territory).

The Company granted Neuraxpharm the exclusive right to commercialize BRIUMVI in certain territories outside the United States, Canada, and Mexico, the commercialization rights for which had been previously retained by the Company, and excluding certain Asian countries subject to previously existing partnerships (the Territory).

In addition, the Company will perform certain development and regulatory activities for Neuraxpharm to support its obligations under the Commercialization Agreement to secure and maintain the regulatory approvals required to sell BRIUMVI in the Territory.

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All other milestones will be recognized as revenue immediately in the period the achievement of the underlying milestone is probable.

In 2024, the Company received a $ 12.5 million milestone payment for the first key market commercial launch of BRIUMVI in the EU.

Any consideration related to sales-based royalties will be recognized when the related sales occur.

No royalty or milestone revenue was recognized during 2023.

For the period ended December 31, 2024, the Company recognized royalty revenue of $ 0.8 million.

TG Therapeutics, Inc.

2 unchanged sentences

NOTE 3 – INVESTMENT SECURITIES

Our investments as of December 31, 2023 and 2022 are classified as held-to-maturity.

Our short-term investments as of December 31, 2024 and 2023 are classified as held-to-maturity.

Held-to-maturity investments are recorded at amortized cost.

5 unchanged sentences

Short-term investments:

Obligations of domestic governmental agencies (maturing between January 2024 and June 2024 ) (held-to-maturity)

Obligations of domestic governmental agencies (maturing between January 2025 and December 2025 ) (held-to-maturity)

$ 131,106 $ 64 $ — $ 131,170

7 unchanged sentences

$ 124,575 $ 30 $ 53 $ 124,552

Long-term investments:

Obligations of domestic governmental agencies (maturing between January 2024 and February 2024 ) (held-to-maturity)

12,404 — 429 11,975

Total short-term and long-term investment securities

$ 124,575 $ 30 $ 53 $ 124,552

Our long-term investments as of December 31, 2024 include shares of common stock of Precision.

The fair market value of the equity securities as of December 31, 2024 was $ 0.4 million.

For the year ended December 31, 2024, we recorded unrealized losses of $ 0.8 million based on the change in fair value of Precision’s common stock during the period.

See Note 5 for further details.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

NOTE 4 – INVENTORY

1 unchanged sentence

December 31, 2024

December 31, 2023

Raw Materials

$ 28,151 $ 6,582

Work in Process

68,369 31,242

Finished Goods

Total Inventory

$ 110,458 $ 39,823

Inventory is stated at the lower of cost or net realizable value and consists of raw materials, work-in-process and finished goods.

Cost is determined using a standard cost method, which approximates actual cost, and assumes a FIFO flow of goods.

At December 31,2023, all our inventory was related to BRIUMVI, which was approved by the FDA on December 28, 2022, at which time we began to capitalize costs to manufacture BRIUMVI.

Prior to FDA approval of BRIUMVI, all costs related to the manufacturing of BRIUMVI and related material were charged to research and development expense in the period incurred.

No costs related to the manufacturing of BRIUMVI and the related material were incurred between the approval date and year end 2022, therefore, inventory is not included in the December 31, 2022 consolidated balance sheet.

Inventory that is used for clinical development purposes is expensed to research and development expense when consumed.

For December 30, 2023 we determined that a reserve related to BRIUMVI inventory is not required.

At December 31,2024, all our inventory was solely related to BRIUMVI, which was approved by the FDA on December 28, 2022, at which time we began to capitalize costs to manufacture BRIUMVI.

Prior to FDA approval of BRIUMVI, all costs related to the manufacturing of BRIUMVI and related material were charged to research and development expense in the period incurred.

The work in process materials consist primarily of bulk drug substance, which has a multi-year shelf life.

When the bulk drug substance is manufactured into BRIUMVI finished goods, those finished goods have a shelf life of three years from the date of manufacture.

Our expectation is to sell finished goods at least twelve months prior to expiration.

Due to our long manufacturing lead time, it was necessary to buildup inventory in support of BRIUMVI forecasted sales, to ensure appropriate safety stock levels, and meet our commitment to supply BRIUMVI to Neuraxpharm related to the Commercialization Agreement.

As a result of BRIUMVI being in the early stages of commercial launch, we continue to evaluate the length of our normal operating cycle.

On a quarterly basis, the Company analyzes our inventory levels for excess quantities and obsolescence (expiration), taking into account factors such as historical and anticipated future sales compared to quantities on hand and the remaining shelf-life.

At December 31, 2024, we determined that a reserve related to BRIUMVI inventory for excess quantities and obsolescence is not required.

In addition, since FDA approval of BRIUMVI, the Company has not recorded any inventory write downs.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

NOTE 5 – FAIR VALUE MEASUREMENTS

4 unchanged sentences

Level 3 – unobservable inputs that are not corroborated by market data.

Equity Investments and Forward Contract Liabilities

On January 7, 2024, ( the Precision Effective Date) the Company and its wholly-owned subsidiary, TG Cell Therapy, Inc., (TG Cell) entered into a License Agreement (the Precision License Agreement) with Precision, pursuant to which Precision granted the Company certain exclusive and non-exclusive license rights to develop, manufacture, and commercialize Precision’s allogeneic CAR T therapy azercabtagene zapreleucel (azer-cel) for the treatment of autoimmune and other non-oncology diseases and conditions.

Pursuant to the Precision License Agreement, the Company made an upfront payment to Precision of $ 7.5 million, consisting of (i) $ 5.25 million in cash and (ii) $ 2.25 million (the Upfront Precision Stock Payment), as an equity investment, for the purchase of 2,920,816 shares of Precision’s common stock at a price of $ 0.77 per share.

The Company paid a premium for the shares which was recorded in research and development expense as part of the cost of the Precision License Agreement.

Precision subsequently had a 30 -to- 1 reverse stock split in February 2024.

The shares purchased with the Upfront Precision Stock Payment are classified as an equity investment and are recognized at fair market value as of December 31, 2024.

Within 12 months following the Precision Effective Date, the Company will make a one -time payment to Precision equal to $ 2.5 million (the Deferred Precision Stock Payment).

Upon receipt of such payment, Precision shall issue to the Company the number of shares of Precision common stock (the Precision Shares) (rounded down to the nearest whole share) obtained by dividing the Deferred Precision Stock Payment by 200 % of the weighted average share price of the Precision common stock (the Precision Share Price) for the thirty ( 30 ) trading days preceding the date on which Precision receives the payment.

The Deferred Precision Stock Payment was recorded to research and development License Fees as part of the cost of the Precision License Agreement, and is classified as a forward contract liability recognized at fair market value in Other Current Liabilities as of December 31, 2024, in accordance with ASC 321.

Upon the achievement of a clinical and regulatory milestone event (Milestone Event 1 ), the Company will make a one -time payment to Precision equal to $ 2.3 million (the Milestone 1 Precision Stock Payment).

Upon receipt of such payment, Precision shall issue to the Company the Precision Shares (rounded down to the nearest whole share) obtained by dividing the Milestone 1 Precision Stock Payment by 200 % of the weighted average share price of the Precision common stock (the Precision Share Price) for the thirty ( 30 ) trading days preceding the achievement of Milestone Event 1.

The Milestone 1 Precision Stock Payment was recorded to research and development License Fees as part of the cost of the Precision License Agreement, and is classified as a forward contract liability recognized at fair market value in Other Current Liabilities as of December 31, 2024, in accordance with ASC 321.

At the time of our merger (we were then known as Manhattan Pharmaceuticals, Inc.

6 unchanged sentences

Notes to Consolidated Financial Statements

The following tables provide the fair value measurements of applicable financial liabilities as of December 31, 2023 and 2022 :

The Company’s financial instruments include cash, cash equivalents consisting of money market funds, accounts receivable, accounts payable and loan payable.

As of December 31, 2024 and December 31, 2023, the fair values of cash and cash equivalents, restricted cash, accounts receivable, and loan and interest payable approximate their carrying value.

The carrying value of loan payable on the Company’s balance sheet is estimated to approximate its fair value as the interest rate approximates the market rate for loans with similar terms and risk characteristics.

The following tables provide the fair value measurements of applicable financial assets and liabilities as of December 31, 2024 and 2023 :

Financial liabilities at fair value as of December 31, 2024

(in thousands)

Equity Investments

$ 371 $ — $ — $ 371

Forward Contract Liabilities

— 3,129 — 3,129

$ — $ — $ 661 $ 661

$ — $ 3,129 $ 661 $ 3,790

Financial liabilities at fair value as of December 31, 2023

1 unchanged sentence

$ — $ — $ 357 $ 357

The Level 3 amounts above represent the fair value of the 5% Notes and related accrued interest.

The Company’s financial instruments include cash, cash equivalents consisting of money market funds, accounts receivable, accounts payable and loan payable.

As of December 31, 2023 and 2022, the fair values of cash and cash equivalents, restricted cash, accounts receivable, and loan and interest payable approximate their carrying value.

We have no Level 1 or Level 2 instruments.

Our equity investments classified as Level 1 were valued using their respective closing stock price on the Nasdaq Stock Market.

We did not experience any transfers of financial instruments between the fair value hierarchy levels during the year ended December 31, 2024.

Our forward contract liabilities classified as Level 2 were valued using Precision's closing stock price on the Nasdaq Stock Market.

Our Level 3 instrument amounts represent the fair value of the 5% Notes and related accrued interest.

The following table summarizes the changes in Level 3 instruments for the years ended December 31, 2023 and 2022 :

(in thousands)

Balance at January 1, 2022

Interest accrued on face value of 5 % Notes

Change in fair value of Level 3 liabilities

Balance at December 31, 2022

Interest accrued on face value of 5 % Notes

Change in fair value of Level 3 liabilities

Balance at December 31, 2023

The change in the fair value of the Level 3 liabilities is reported in other (income) expense in the accompanying consolidated statements of operations.

NOTE 6 – STOCKHOLDERS ’ EQUITY

Preferred Stock

Our amended and restated certificate of incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock, $ 0.001 par value, with rights senior to those of our common stock, issuable in one or more series.

Upon issuance, we can determine the rights, preferences, privileges and restrictions thereof.

These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock.

Stockholder Rights Plan

On July 18, 2014, we adopted a stockholder rights plan.

The stockholder rights plan is embodied in the Stockholder Protection Rights Agreement dated as of July 18, 2014 (the Rights Agreement), between us and American Stock Transfer & Trust Company, LLC, as rights agent (the Rights Agent).

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Accordingly, the Board of Directors declared a distribution of one right (a “Right”) for each outstanding share of common stock, to stockholders of record at the close of business on July 28, 2014, for each share of common stock issued (including shares distributed from Treasury) by us thereafter and prior to the Separation Time (as defined in the Rights Agreement), and for certain shares of common stock issued after the Separation Time.

Following the Separation Time, each Right entitles the registered holder to purchase from us one one -thousandth ( 1/1,000 ) of a share of Series A Junior Participating Preferred Stock, par value $ 0.001 per share (the Preferred Stock), at a purchase price of $ 100.00 (the Exercise Price), subject to adjustment.

The description and terms of the Rights are set forth in the Rights Agreement.

Each one one -thousandth of a share of Preferred Stock has substantially the same rights as one share of common stock.

Subject to the terms and conditions of the Rights Agreement, Rights become exercisable ten days after the public announcement that a “Person” has become an “Acquiring Person” (as each such term is defined in the Rights Agreement).

Any Rights held by an Acquiring Person are void and may not be exercised.

The Rights Agreement was approved by our Board of Directors on July 18, 2014.

The Rights will expire at the close of business on its ten -year anniversary, unless earlier exchanged or terminated by us.

Our amended and restated certificate of incorporation authorizes the issuance of up to 175,000,000 shares of $ 0.001 par value common stock.

On September 5, 2019, we filed an automatic “shelf registration” statement on Form S- 3 (the 2019 WKSI Shelf) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act, which registered an unlimited and indeterminate amount of debt or equity securities for future issuance and sale.

The 2019 WKSI Shelf was declared effective in September 2019.

In connection with the 2019 WKSI Shelf, we entered into an At-the-Market Issuance Sales Agreement (the 2020 ATM) with Jefferies LLC, Cantor Fitzgerald & Co.

Riley Securities, Inc.

(each a 2020 Agent and collectively, the 2020 Agents), relating to the sale of shares of our common stock.

Under the 2020 ATM, we paid the 2020 Agents a commission rate of up to 3.0 % of the gross proceeds from the sale of any shares of common stock.

In November 2020, we entered into an At-the-Market Issuance Sales Agreement (the 2021 ATM) with the same terms and agents (each a 2021 Agent and collectively, the 2021 Agents) as the 2020 ATM.

During the year ended December 31, 2021, we sold a total of 72,000 shares of common stock under the 2021 ATM for aggregate total gross proceeds of approximately $ 2.5 million at an average selling price of $ 34.25 per share, resulting in net proceeds of approximately $ 2.4 million after deducting commissions and other transactions costs.

The change in the fair value of the Level 1 assets and Level 2 and Level 3 liabilities is reported in other (income) expense in the accompanying consolidated statements of operations.

TG Therapeutics, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

On September 2, 2022, we filed an automatic “shelf registration” statement on Form S- 3 (the 2022 WKSI Shelf) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act, which registered an unlimited and indeterminate amount of debt or equity securities for future issuance and sale.

The 2022 WKSI Shelf was declared effective in September 2022.

In connection with the 2022 WKSI Shelf, we entered into an At-the-Market Issuance Sales Agreement (the 2022 ATM) with Cantor Fitzgerald & Co.

Riley Securities, Inc.

(each a 2022 Agent and collectively, the 2022 Agents), relating to the sale of shares of our common stock.

Under the 2022 ATM, we will pay the 2022 Agents a commission rate of up to 3.0 % of the gross proceeds from the sale of any shares of common stock.

The 2022 ATM has replaced the 2021 ATM as the only active ATM program.

During the year ended December 31, 2023, we sold a total of 1,385,700 shares of common stock under the 2022 ATM for aggregate total gross proceeds of approximately $ 47.1 million at an average selling price of $ 34.01 per share, resulting in net proceeds of approximately $ 46.3 million after deducting commissions and other transactions costs.

The 2022 WKSI Shelf is currently our only active shelf-registration statement.

We may offer any combination of the securities registered under the 2022 WKSI Shelf from time to time in response to market conditions or other circumstances if we believe such a plan of financing is in the best interests of our stockholders.

We may need to file additional shelf-registration statements in the future to provide us with the flexibility to raise additional capital to finance our operations as needed.

Treasury Stock

As of December 31, 2023 and 2022 , 41,309 shares of common stock are being held in Treasury, at a cost of approximately $ 0.2 million, representing the fair market value on the date the shares were surrendered to the Company to satisfy employee tax obligations.

NOTE 6 – STOCKHOLDERS ’ EQUITY

Equity Incentive Plans

The TG Therapeutics, Inc.

2022 Incentive Plan (the 2022 Incentive Plan) was approved by stockholders in June 2022 with 17 million shares available to be issued, of which not more than 10 million shares may be issued pursuant to “full-value awards.” Full-value awards include any award other than an option or stock appreciation right and which is settled by the issuance of stock.

As of December 31, 2023 , 4,631,204 shares of restricted stock and 2,272,500 options were outstanding, and up to an additional 8,751,892 shares were available to be issued under the 2022 Incentive Plan.

The TG Therapeutics, Inc.

Amended and Restated 2012 Incentive Plan (the 2012 Incentive Plan) was approved by stockholders in June 2020.

As of December 31, 2023 , 5,007,864 shares of restricted stock and 2,424,529 options were outstanding, and no additional shares were available to be issued under the 2012 Incentive Plan as the 2022 Incentive Plan is now the only active incentive plan.

As of December 31, 2024, 3,803,752 shares of restricted stock and 2,202,716 options were outstanding, and no additional shares were available to be issued under the 2012 Incentive Plan.

The TG Therapeutics, Inc.

2022 Incentive Plan (the 2022 Incentive Plan) was approved by stockholders in June 2022 with 17,000,000 shares available to be issued.

As of December 31, 2024, 8,039,834 shares of restricted stock and 2,267,500 options were outstanding, and up to an additional 4,238,185 shares were available to be issued under the 2022 Incentive Plan.

During July of 2024, the Company identified an error related to the expense recognition of a single restricted stock award granted in 2021.

The impact of the error was an understatement of non-cash compensation expense (SG&A) in the years ended December 31, 2022, and 2021 and a corresponding understatement of additional paid in capital (APIC).

The Company has concluded the error did not result in a material misstatement of the Company’s previously issued consolidated financial statements.

The cumulative impact of the error has been corrected as an immaterial correction of the December 31, 2023 consolidated balance sheet by increasing accumulated deficit and APIC by approximately $ 38.2 million.

In addition, the consolidated statement of operations for the year ended December 31, 2022 has been revised to reflect the immaterial correction by increasing noncash compensation (selling, general and administrative) by $ 25.5 million and basic and diluted net loss per common share increased from ($ 1.46 ) to ($ 1.65 ).

Total stock-based compensation expense included in the consolidated statements of operations was $ 42.5 million, $ 37.9 million and $ 44.6 million during the years ended December 31, 2024, 2023 and 2022, respectively.

The $ 37.9 million is net of $ 2.9 million of stock-based compensation expense that was capitalized into inventory during the year ended December 31, 2023.

The $ 42.5 million and $ 37.9 million are net of $ 3.8 million and $ 2.9 million of stock-based compensation expense that was capitalized into inventory during the year ended December 31, 2024 and 2023, respectively.

Restricted Stock

Certain employees, directors and consultants have been awarded restricted stock.

The vesting terms associated with restricted stock may include service, performance, or market conditions.

The following table summarizes restricted share activity for the years ended December 31, 2024, 2023 and 2022:

Weighted-average

grant date fair

Number of shares

Outstanding at January 1, 2022

12,032,040 18.67

5,179,201 12.75

( 6,291,999 ) 11.28

( 2,186,956 ) 22.44

Outstanding at December 31, 2022

8,732,286 16.12

3,620,237 13.77

( 2,500,263 ) 11.98

( 213,192 ) 12.14

Outstanding at December 31, 2023

9,639,068 17.05

4,751,729 18.27

( 2,252,438 ) 14.78

( 294,773 ) 13.49

Outstanding at December 31, 2024

11,843,586 $ 18.22

TG Therapeutics, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

Total compensation expense associated with restricted stock grants was $ 40.1 million, $ 34.1 million and $ 41.3 million during the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, there was approximately $ 36.0 million of total unrecognized compensation expense related to unvested time-based restricted stock, which is expected to be recognized over a weighted-average period of 2.8 years.

This amount does not include, as of December 31, 2024, 1,160,000 shares of restricted stock outstanding which are milestone-based and vest upon certain corporate milestones, and 3,067,678 shares of restricted stock that vest based on market conditions.

Milestone-based noncash compensation expense will be measured and recorded if and when a milestone becomes probable.

Equity awards with market conditions are valued using advanced option-pricing models, such as a Monte Carlo simulation.

The effect of a market condition is reflected in the award’s fair value on the grant date.

Stock-based compensation expense for an award that has a market condition is recognized over the requisite service period derived from the award valuation on the grant date, even if the market condition is never satisfied.

As of December 31, 2024, there was approximately $ 22.0 million of total unrecognized compensation expense related to unvested milestone-based restricted stock.

As of December 31, 2024, there was approximately $ 29.1 million of total unrecognized compensation expense related to restricted stock with market conditions, which is expected to be recognized over a weighted-average period of 3.5 years.

Stock Options

7 unchanged sentences

( 142,409 ) 4.10

Outstanding at December 31, 2021

( 164,443 ) 7.84

Outstanding at December 31, 2022

5,135,685 $ 7.10 5.09 $ 25,064,799

14 unchanged sentences

We did not recognize stock-based compensation expense during the year ended December 31, 2024 for these stock options.

The fair value of the Company’s option awards granted in each of the following years were estimated using the assumptions below:

TG Therapeutics, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

The fair value of the Company’s option awards granted in each of the following years were estimated using the assumptions below:

December 31, 2024

7 unchanged sentences

Expected dividend yield

Restricted Stock

Certain employees, directors and consultants have been awarded restricted stock.

The restricted stock vesting consists of milestone and time-based vesting.

The following table summarizes restricted share activity for the years ended December 31, 2023, 2022 and 2021 :

Weighted-average

grant date fair

Number of shares

Outstanding at January 1, 2021

10,785,034 13.38

2,738,974 39.49

( 1,302,737 ) 18.14

( 189,231 ) 21.80

Outstanding at December 31, 2021

12,032,040 18.67

5,179,201 12.75

( 6,291,999 ) 11.28

( 2,186,956 ) 22.44

Outstanding at December 31, 2022

8,732,286 16.12

3,620,237 13.77

The Company’s only outstanding warrants are warrants issued to Hercules as part of the prior loan agreements to purchase 115,042 and 50,172 shares of our common stock with exercise prices of $ 17.95 and $ 14.70 , respectively.

During the year ended December 31, 2024, Hercules exercised a portion of their outstanding warrants from a prior loan agreement to purchase 147,058 shares via cashless exercise.

The First Amendment (as defined below) also contains warrant coverage of 2.95 % of each advance amount funded.

A warrant was issued by the Company to Hercules to purchase 50,172 shares of common stock with an exercise price of $ 14.70 (the First Amendment Warrant).

The First Amendment Warrant shall be exercisable for seven years from the date of issuance.

Hercules may exercise the First Amendment Warrant either by (a) cash or check or (b) through a net issuance conversion.

There will not be any ongoing stock compensation expense associated with these warrants.

The Company estimated the fair value of the Warrant using the Black-Scholes model based on the following key assumptions:

Amended Term Loan

The Amended Loan Agreement

Exercise price

$ 14.70 $ 17.95

Common share price on date of issuance

$ 15.04 $ 19.35

Outstanding at December 31, 2023

0.88 % 184.4 %

Total compensation expense associated with restricted stock grants was $ 34.1 million, $ 15.8 million and $ 58.4 million during the years ended December 31, 2023, 2022 and 2021 , respectively.

As of December 31, 2023 , there was approximately $ 27.8 million of total unrecognized compensation expense related to unvested time-based restricted stock, which is expected to be recognized over a weighted-average period of 2.7 years.

This amount does not include, as of December 31, 2023 , 2,470,770 shares of restricted stock outstanding which are milestone-based and vest upon certain corporate milestones.

Milestone-based noncash compensation expense will be measured and recorded if and when a milestone becomes probable.

The Company’s only outstanding warrants are the warrants issued to Hercules as part of the Loan Agreement, the Amended Loan Agreement and the First Amendment (please refer to Note 7– Loan Payable) to purchase 147,058 , 115,042 and 50,172 shares of our common stock with exercise prices of $ 4.08 , $ 17.95 and $ 14.70 , respectively.

See Note 7 for further details.

As the warrants could not require cash settlement, the warrants were classified as equity.

There will not be any ongoing stock compensation expense volatility associated with these warrants.

Risk-free interest rate

Expected dividend yield

Contractual term (in years)

Preferred Stock

Upon issuance, we can determine the rights, preferences, privileges and restrictions thereof.

Stockholder Rights Plan

On July 18, 2014, we adopted a stockholder rights plan.

The rights under the Rights Agreement expired at the close of business on July 18, 2024.

TG Therapeutics, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

Our amended and restated certificate of incorporation authorizes the issuance of up to 190,000,000 shares of $ 0.001 par value common stock.

The 2022 WKSI Shelf was declared effective in September 2022.

In connection with the 2022 WKSI Shelf, we entered into an At-the-Market Issuance Sales Agreement (the 2022 ATM) with Cantor Fitzgerald & Co.

Riley Securities, Inc.

(each a 2022 Agent and collectively, the 2022 Agents), relating to the sale of shares of our common stock.

Under the 2022 ATM, we will pay the 2022 Agents a commission rate of up to 3.0 % of the gross proceeds from the sale of any shares of common stock.

We had no activity on the 2022 ATM during the year ended December 31, 2024.

The 2022 WKSI Shelf is currently our only active shelf-registration statement.

We may need to file additional shelf-registration statements in the future to provide us with the flexibility to raise additional capital to finance our operations as needed.

Share Repurchase Program and Treasury Stock

On August 2, 2024, the Company announced that its Board of Directors (the Board) had authorized and approved a share repurchase program for up to $ 100 million of the currently outstanding shares of the Company’s common stock.

Under the share repurchase program, the Company intends to repurchase shares through open market purchases, privately-negotiated transactions, block purchases or other methods in accordance with applicable federal securities laws, including Rule 10b - 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act).

For the year ended December 31, 2024, the Company repurchased 326,594 shares of common stock at a cost of $ 8.8 million.

As of December 31, 2024, 367,903 shares of common stock are being held in Treasury, at a cost of approximately $ 9.0 million, representing the fair market value on the date the shares were surrendered to the Company, mainly as part of our share repurchase program.

NOTE 7 – LOAN PAYABLE

On February 28, 2019 (the Closing Date), we entered into a term loan facility with Hercules Capital, Inc.

(Hercules or Lender), which provided us with the capacity to borrow up to an aggregate principal amount of $ 60.0 million (Term Loan).

The Term Loan is governed by a loan and security agreement, dated February 28, 2019 (the Loan Agreement), which provides for up to four separate advances.

The first advance of $ 30.0 million was drawn on the Closing Date.

An additional $ 30.0 million under the Term Loan was previously available upon the completion of different milestones and time points that have now lapsed.

On December 30, 2021 ( the Amended Loan Agreement Closing Date), the Company entered into an Amended and Restated Loan and Security Agreement (the Amended Loan Agreement) with Hercules Capital, Inc.

The Amended Loan Agreement amended the terms of the Loan Agreement to, among other things, (i) increase the aggregate principal amount of the loan, available at the Company’s option, from $ 60.0 million to $ 200.0 million (the Amended Term Loan), (ii) issue a first advance of $ 70.0 million drawn at the Amended Loan Agreement Closing Date, a portion of which was used to refinance the current outstanding loan balance of approximately $ 7.8 million and pay for expenses incurred by the Lender in executing the agreements, (iii) change the draw amounts and dates available in subsequent tranches, (iv) extend the maturity date of the facility from the original March 1, 2022 to January 1, 2026, ( v) reset and extend the interest only period from April 1, 2021 to February 1, 2025 and extendable to August 1, 2025 subject to the achievement of certain performance milestones, and (vi) modify the cash interest rate to be the greater of either (a) the “prime rate” as reported in The Wall Street Journal plus 2.15 %, and (b) 5.40 %.

In addition to the cash interest rate, the principal balance accrues paid-in-kind interest at a rate of 3.45 %, which amount will be capitalized and added to the outstanding principal balance of the Amended Term Loan and payable at the maturity date of the Amended Loan Agreement.

On March 31, 2023 ( the First Amendment Effective Date), the Company entered into a First Amendment to the Amended and Restated Loan and Security Agreement (the First Amendment) with Hercules.

On March 31, 2023 ( the First Amendment Effective Date), the Company entered into a First Amendment to the Amended and Restated Loan and Security Agreement (the First Amendment) with Hercules Capital, Inc.

The First Amendment amended the terms of the Amended and Restated Loan and Security Agreement (Amended Loan Agreement) with Hercules that closed on December 30, 2021.

The First Amendment amended the terms of the Amended Loan Agreement to, among other things:

2 unchanged sentences

The Amended Loan agreement, as amended, contains financial covenants that require the Company to maintain certain levels of unrestricted cash and additional financial covenants related to market capitalization.

As of December 31, 2023, we are in compliance with all financial covenants.

The First Amendment also contains warrant coverage of 2.95 % of each advance amount funded.

5 unchanged sentences

Hercules may exercise the First Amendment Warrant either by (a) cash or check or (b) through a net issuance conversion.

In addition, the Company is required to pay a final payment fee equal to 5.95 % of the aggregate principal amount of the Term Loan Advances (as defined in the Amended Loan Agreement, as amended) plus 4.95 % of the aggregate principal amount of all other advances.

The Company may, at its option, prepay the Amended Term Loan in full or in part, subject to a prepayment penalty equal to (i) 1.5 % of the principal amount prepaid if the prepayment occurs prior to the first anniversary of the First Amendment Effective Date, and (ii) 1.0 % of the principal amount prepaid if the prepayment occurs on or after the first anniversary of the First Amendment Effective Date.

The Company evaluated whether the First Amendment represented a debt modification or extinguishment of the Amended Term Loan in accordance with ASC 470 - 50, Debt – Modifications and Extinguishments.

As a result of the modification of terms and no repayment or retirement of the Amended Term Loan, the Amended Term Loan was accounted for by the Company under the modification accounting model.

The Company capitalized the facility charge from the First Amendment advance to debt issuance costs and expensed third party fees in the Company’s statement of operations for the year ended December 31, 2023.

TG Therapeutics, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

The Company estimated the fair value of the Warrant using the Black-Scholes model based on the following key assumptions:

The First Amendment

The Amended Loan Agreement

The Loan Agreement

Exercise price

$ 14.70 $ 17.95 $ 4.08

Common share price on date of issuance

$ 15.04 $ 19.35 $ 6.80

0.88 % 184.40 % 195.90 %

Risk-free interest rate

3.6 % 1.4 % 2.6 %

Expected dividend yield

Contractual term (in years)

7.00 7.00 7.00

The Company incurred financing expenses of $ 2.0 million (including the fair value of the First Amendment Warrant) related to the First Amendment which are recorded as debt issuance costs and as an offset to loan payable on the Company’s consolidated balance sheet The debt issuance costs are being amortized over the term of the debt using the straight-line method, which approximates the effective interest method, and will be included in interest expense in the Company’s consolidated statements of operations.

Amortization of debt issuance costs was $ 2.4 million, $ 1.8 million and $ 1.1 million for the years ended December 31, 2023, 2022 and 2021 , respectively.

At December 31, 2023 , the remaining unamortized balance of debt issuance costs was $ 5.1 million.

The loan payable as of December 31, 2023 and 2022 , is as follows:

On August 2, 2024 ( the New Closing Date), the Company 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 Company repaid all outstanding principal and accrued interest and fees under the First Amendment with Hercules (such repayment, the Refinancing), which Refinancing was funded with the proceeds of the Initial Term Loan.

The existing Amended Loan Agreement with Hercules was effectively terminated, and all guarantees and liens granted thereunder were released upon the consummation of the Refinancing.

The Initial Term Loan is governed by a financing agreement, dated as of the New Closing Date (the Financing Agreement), which provides for (i) a single draw of the Initial Term Loan on the New 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 Company’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 Company 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 Company and certain subsidiaries of the Company as guarantors and contains customary covenants and representations.

As of December 31, 2024, we were in compliance with all financial covenants.

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 Company evaluated whether the Initial Term Loan represented a debt modification or extinguishment of the First Amendment with Hercules with ASC 470 - 50, Debt – Modifications and Extinguishments.

As a result of the Initial Term Loan and effective termination of the First Amendment with Hercules, this transaction was accounted for by the Company under the extinguishment accounting model.

The Company recorded a loss on extinguishment of debt of approximately $ 4.6 million in the Company’s statement of operations for the three and nine months ended September 30, 2024, representing the write-off of unamortized debt issuance costs and a prepayment charge.

The Company capitalized third party fees from the Initial Term Loan to debt issuance costs and capitalized the facility fee incurred with the Administrative Agent as part of the Initial Term Loan to debt discount.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

The Company incurred total financing and upfront costs of $ 6.0 million related to the Initial Term Loan which are recorded as debt issuance costs and debt discount costs and as an offset to loan payable on the Company’s consolidated balance sheet.

The debt issuance and debt discount costs are being amortized over the term of the debt using the straight-line method, which approximates the effective interest method, and will be included in interest expense in the Company’s consolidated statements of operations.

Amortization of debt issuance and debt discount costs was $ 5.6 million (including write off of remaining debt issuance balance under the First Amendment with Hercules), $ 2.4 million and $ 1.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.

At December 31, 2024, the remaining unamortized balance of debt issuance and debt discount costs was $ 5.6 million.

The loan payable balance of the First Amendment as of December 31, 2024 and December 31, 2023, is as follows:

(in thousands)

$ 95,000 $ 70,000

Accreted Liability of final payment fee

105,230 76,667

unamortized debt issuance costs

( 5,112 ) ( 5,532 )

100,118 71,135

principal payments

Total loan payable

100,118 71,135

current portion

1 unchanged sentence

$ — $ 100,118

The loan payable balance of the Initial Term Loan as of December 31, 2024, is as follows:

The Initial Term Loan

(in thousands)

Accreted Liability of final payment fee

unamortized debt issuance costs

principal payments

Total loan payable

current portion

Loan payable non-current

NOTE 8 – LEASES

6 unchanged sentences

The present values of our lease liability and corresponding ROU asset are $ 9.3 million and $ 7.2 million, respectively, as of December 31, 2024 .

Our leases have remaining lease terms of approximately 2 years to 8 years.

Our leases have remaining lease terms of approximately one month to 7 years.

One lease has a renewal option to extend the lease for an additional term of five years.

Also, in connection with this lease, in October 2014 we pledged $ 0.6 million to secure a line of credit as a security deposit for the Office Agreement, which has been recorded as restricted cash in the accompanying consolidated balance sheets.

Additional collateral of $ 0.6 million was pledged in April 2018 to increase the letter of credit for the office space.

In October 2019, we finalized a five -year lease for office space in New Jersey (the NJ Lease).

We approximate an average annual rental obligation of $ 0.3 million under the NJ Lease.

TG Therapeutics, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

Additional collateral of $ 0.6 million was pledged in April 2018 to increase the letter of credit for the office space.

In October 2019, we finalized a five -year lease for office space in New Jersey (the NJ Lease).

We averaged annual rental obligation of $ 0.3 million under the NJ Lease.

The NJ Lease expires on January 30, 2025 and will not be renewed.

In October 2021, we finalized a five -year lease for office space in North Carolina (the NC Lease).

29 unchanged sentences

Formerly, a company could deduct research and development expenses under IRC Section 174 as incurred.

Effective for tax years beginning after December 31, 2021, research and development expenses under IRC Section 174 are required to be capitalized, with an amortization period of 5 years for costs incurred in the U.S.

and 15 years for costs incurred in a non-U.S.

jurisdiction.

The Company incurred approximately $ 61.8 million of U.S.

research and development costs and approximately $ 13.9 million of non-U.S.

research and development costs that were capitalized during the year ended December 31, 2023 .

The Company incurred approximately $ 78.9 million and $ 61.8 million of US research and development costs and approximately $ 6.2 million and $ 13.9 million of non-US research and development costs that were capitalized during the years ended December 31, 2024 and 2023, respectively.

The Inflation Reduction Act of 2022 (“IRA”) was enacted on August 16, 2022.

The IRA provided for a Corporate Alternative Minimum Tax (“Corp AMT”), applicable to tax years beginning after December 31, 2022.

The Corp AMT will impose a 15% tax on companies with adjusted financial statement income of over $1 billion for US-based organizations.

The Corp AMT will impose a 15% tax on companies with adjusted financial statement income of over $1 billion for U.S.

based organizations.

At this time, it is not anticipated that the Corp AMT will be applicable for the Company.

As of December 31, 2024, we have U.S.

net operating loss carryforwards of approximately $ 1.4 billion , research and development credit carryforwards (R&D credits) of approximately $ 45.8 million and business interest expense carryforward of $ 14.5 million.

net operating loss carryforwards of approximately $ 2.0 billion and research and development credit carryforwards (“R&D credits”) of approximately $ 50.7 million.

For income tax purposes, these NOLs and R&D credits will expire in various amounts through 2045.

NOLs generated after 2017 and the business interest expense carryforwards do not expire.

NOLs generated after 2017 do not expire.

The Tax Reform Act of 1986 contains provisions which limit the ability to utilize net operating loss carryforwards and R&D credit carryforwards in the case of certain events including significant changes in ownership interests.

26 unchanged sentences

(in thousands)

Loss before income taxes, as reported in the consolidated statements of operations

Income (loss) before income taxes, as reported in the consolidated statements of operations

$ 25,594 $ 13,062 $ ( 223,812 )

2 unchanged sentences

Increase (decrease) in income taxes resulting from:

Expected benefit from state and local taxes

State and local taxes

780 ( 700 ) ( 8,457 )

3 unchanged sentences

2,164 ( 740 ) 20,580

Provision-to-return

11,733 ( 9,235 ) 60

Prior period state tax benefit

( 3,508 ) — —

Stock options

23 unchanged sentences

As of December 31, 2024 , we had approximately zero recorded in accounts payable related to the LFB License Agreement.

LFB Group is eligible to receive future payments of approximately $ 6.0 million, upon our successful achievement of certain regulatory milestones, in addition to royalty payments on net sales of ublituximab at a royalty rate in the high-single digits.

The license will terminate on a country-by-country basis upon the expiration of the last licensed patent right or 15 years after the first commercial sale of a product in such country, unless the agreement is earlier terminated (i) by LFB if the Company challenges any of the licensed patent rights, (ii) by either party due to a breach of the agreement, or (iii) by either party in the event of the insolvency of the other party.

11 unchanged sentences

Under the terms of the Commercialization Agreement, the Company received a one -time, non-refundable payment of $ 140.0 million upon contract execution (please refer to Note 2 – Revenue).

The Company is eligible to receive an additional $ 12.5 million upon first key market commercial launch in the EU and up to an additional $ 492.5 million in milestone-based payments on achievement of certain launch and commercial milestones.

The Company received a $ 12.5 million milestone payment in 2024 upon the first key market commercial launch in the EU and is eligible to receive up to an additional $ 480.0 million in milestone-based payments on achievement of certain launch and commercial milestones.

In addition, TG will receive tiered double-digit royalties on net product sales up to 30 %.

Royalty revenue of $ 0.8 million was recognized during the year ended December 31, 2024.

In the event of a change of control of the Company (as defined in the Commercialization Agreement), the Company retains an option to buy back all rights under the Commercialization Agreement for a period of two years thereafter.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

In January 2018, we entered into a global exclusive license agreement with Jiangsu Hengrui, to acquire worldwide intellectual property rights, excluding Asia but including Japan, and for the research, development, manufacturing, and commercialization of products containing or comprising of any of Hengrui’s Bruton’s Tyrosine Kinase inhibitors containing the compounds of either TG- 1701 ( SHR1459 or EBI1459 ) or TG1702 ( SHR1266 or EBI1266 ).

1 unchanged sentence

Various provisions allow for payments in conjunction with the agreement to be made in cash or our common stock, while others limit the form of payment.

In July 2020, we paid Hengrui $ 2.0 million as part of a milestone in accordance with the license agreement.

Royalty payments in the low double digits are due on net sales of licensed products and revenue from sublicenses.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

anti- CD47/anti - CD19

In June 2018, we entered into a Joint Venture and License Option Agreement with Novimmune to collaborate on the development and commercialization of Novimmune’s novel first -in-class anti- CD47/anti - CD19 bispecific antibody known as TG- 1801 (previously NI- 1701 ).

The companies will jointly develop the product on a worldwide basis, focusing on indications in the area of hematologic B-cell malignancies.

We serve as the primary responsible party for the development, manufacturing and commercialization of the product.

Milestone payments will be paid based on early clinical development, and the Company will be responsible for the costs of clinical development of the product through the end of the Phase 2 clinical trials, after which the Company and Novimmune will be jointly responsible for all development and commercialization costs.

The Company and Novimmune will each maintain an exclusive option, exercisable at specific times during development, for the Company to license the rights to TG- 1801, in which case Novimmune is eligible to receive additional milestone payments totaling approximately $ 185 million as well as tiered royalties on net sales in the high single to low double digits upon and subject to the achievement of certain milestones.

UKONIQ (umbralisib)

On September 22, 2014, we exercised our option to license the global rights to umbralisib, thereby entering into an exclusive licensing agreement (the TGR- 1202 License) with Rhizen Pharmaceuticals, SA (Rhizen) for the development and commercialization of umbralisib.

As of December 31, 2023 , we have incurred approximately $ 24.0 million related to the achievement of certain milestones of the Umbralisib License.

Under the terms of the TGR 1202 License, Rhizen is eligible to receive approval and sales-based milestone payments in the aggregate of approximately $ 175 million payable.

For the year ended December 31, 2021, we paid Rhizen $ 12.0 million as part of a primary indication approval milestone for launch of product in the US in accordance with the terms of the Umbralisib License.

Additionally, Rhizen receives tiered royalties that escalate from high single digits to low double digits on any net sales of umbralisib.

UKONIQ was officialy withdrawn from the market in May 2022 and all commercialization activities were discontinued.

As a result of the withdrawal, during the year ended December 31, 2023, the Company recorded zero related to the worldwide royalty due under the Umbralisib License in cost of revenue based on U.S.

sales of UKONIQ, and as of December 31, 2023, no royalties were payable under the Umbralisib License.

Due to the withdrawal of UKONIQ from the U.S.

market and discontinuation of all commercialization activities, we do not expect to incur any additional costs related to this license agreement.

In March 2015, we entered into a Global Collaboration Agreement (Collaboration Agreement) with Checkpoint for the development and commercialization of anti-PD- L1 and anti-GITR antibody research programs in the field of hematological malignancies.

The Collaboration Agreement was amended in June 2019 and in March of 2020.

We incurred expenses of approximately $ 0.1 million for each of the years ended December 31, 2023, 2022 and 2021 , the majority of which relates to manufacturing expenses, clinical study expenses and milestone payments of PD- L1.

The relevant expenses are recorded in other research and development in the accompanying consolidated statements of operations.

NOTE 11 – RELATED PARTY TRANSACTIONS

3 unchanged sentences

Weiss, our Chairman and Chief Executive Officer, also serves as a director and Executive Vice Chairman, Strategic Development of FBIO.

TG Therapeutics, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

In March 2015, we entered into the Collaboration Agreement with Checkpoint, a subsidiary of FBIO, for the development and commercialization of anti-PD- L1 and anti-GITR antibody research programs in the field of hematological malignancies.

3 unchanged sentences

NOTE 12 – COMMITMENTS AND CONTINGENCIES

As of December 31, 2023 , we have known contractual obligations;

commitments and contingencies of $ 115.4 million related to our short- and long-term liabilities and operating lease obligations.

Payment due by period (in thousands)

Contractual obligations

Operating leases

$ 15,023 $ 2,388 $ 4,180 $ 3,740 $ 4,715

Long-term debt

100,403 — 100,403 — —

$ 115,426 $ 2,388 $ 104,583 $ 3,740 $ 4,715

See Note 8 - leases for a detailed description of our lease arrangements in New York, New Jersey and North Carolina.

Total rental expense was approximately $ 2.2 million, $ 2.7 million and $ 2.2 million for the years ended December 31, 2023, 2022 and 2021 , respectively.

Future minimum lease commitments as of December 31, 2023 , in the aggregate total approximately $ 15.0 million through July 31, 2031.

The preceding table shows future minimum lease commitments, which include our office leases in New York, New Jersey, and North Carolina by year as of December 31, 2023 .

See Note 7 – Loan payable for a detail description of our loan agreement.

NOTE 13 – Subsequent Events

Precision Bio

On January 7, 2024, TG and its wholly-owned subsidiary, TG Cell Therapy, Inc., entered into a License Agreement (the Precision License Agreement ) with Precision BioSciences, Inc.

( Precision ), pursuant to which Precision granted the Company certain exclusive and non-exclusive license rights to develop, manufacture, and commercialize Precision’s allogeneic CAR T therapy azercabtagene zapreleucel ( azer-cel ) for the treatment of autoimmune and other non-oncology diseases and conditions (collectively, the Field ).

Pursuant to the Precision License Agreement, the Company will make an upfront payment to Precision of $ 7.5 million, consisting of (i) $ 5.25 million in cash and (ii) $ 2.25 million, as an equity investment, for the purchase of 2,920,816 shares of Precision’s common stock at a price of $ 0.77 per share.

Within 12 months of the Precision License Agreement, the Company will make a deferred payment of $ 2.5 million to Precision, consisting of an equity investment in Precision’s common stock at a 100% premium to the 30 -day volume-weighted average price (the 30 -day VWAP ) prior to purchase.

Upon achievement of certain near-term clinical or time-based milestones, the Company will make a $ 7.5 million payment to Precision, a portion of which will also be an equity investment in Precision’s common stock at a 100% premium to the 30 -day VWAP prior to purchase.

Precision will be eligible to receive up to $ 288 million in additional milestone payments based on the achievement of certain clinical, regulatory, and commercial milestones.

In addition, the Company is obligated to pay Precision high-single-digit to low-double-digit royalties on net sales of the licensed product on a country-by-country basis until the latest to occur of patent expiration, loss of regulatory exclusivity, and a period of ten years following the first commercial sale of the licensed product in such country.

The Company has also agreed to make certain payments to Precision’s licensors during the term of the Precision License Agreement.

BRIUMVI Launch

On February 26, 2024, TG announced that its ex-US partner, Neuraxpharm launched BRIUMVI in Europe, for the treatment of adults patients with relapsing forms of multiple sclerosis (RMS), who have active disease defined by clinical or imaging features.

The launch commenced in Germany, with additional launches throughout Europe to follow.

In accordance with the ex-US commercialization agreement, TG will receive a milestone payment of $ 12.5 million for the first launch of BRIUMVI in a European country.

Purchase Commitments

We contract with various third parties to conduct certain activities including clinical operations and contract manufacturing, and for the clinical and commercial supply of BRIUMVI.

Certain contracts contain non-cancellable features or require us to make binding forecasts for future purchases.

As of December 31, 2024 the Company had aggregate non-cancelable purchase commitments of $ 214.7 million, of which $ 64.2 million, $ 74.4 million and $ 76.1 million are expected to be incurred in the years 2025, 2026 and 2027, respectively.

These amounts do not represent the Company's entire anticipated purchases in the future as the amounts of such obligations are dependent on the timing of future orders, and the terms of the agreement, which we believe at this time cannot be reasonably estimated.

See Note 7 – for a detail description of our loan agreement.

See Note 8 - for a detailed description of our lease arrangements in New York, New Jersey and North Carolina.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TG THERAPEUTICS, INC.

February 29, 2024

March 3, 2025

/s/ Michael S.

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Power, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any or all amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Form 10-K has been signed by the following persons on behalf of the Registrant on February 29, 2024, and in the capacities indicated:

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Form 10-K has been signed by the following persons on behalf of the Registrant on March 3, 2025, and in the capacities indicated:

/s/ Michael S.

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures