TG THERAPEUTICS, INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures. As of December 31, 2024, management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (Exchange Act)). 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 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. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, our management used the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO Framework. 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, 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. 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. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. 90 Table of Contents ITEM 9B. OTHER INFORMATION. Securities Trading Plans of Directors and Executive Officers ​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). ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 91 Table of Contents PART III ITEM 10. 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. ITEM 11. EXECUTIVE COMPENSATION. The information required by this Item is incorporated herein by reference from our Proxy Statement for our 2025 Annual Meeting of Stockholders. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The information required by this Item is incorporated herein by reference from our Proxy Statement for our 2025 Annual Meeting of Stockholders. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. The information required by this Item is incorporated herein by reference from our Proxy Statement for our 2025 Annual Meeting of Stockholders. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. The information required by this Item is incorporated herein by reference from our Proxy Statement for our 2025 Annual Meeting of Stockholders. 92 Table of Contents PART IV ITEM 15. EXHIBITS and FINANCIAL STATEMENT SCHEDULES. (a) The following documents are filed as part of this Annual Report on Form 10-K: 1. Consolidated Financial Statements The following consolidated financial statements of TG Therapeutics, Inc. are filed as part of this report. Contents ​ Page Report of Independent Registered Public Accounting Firm (KPMG LLP, New York, NY, Audit Firm ID: 185) ​ F-1 ​ ​ ​ Consolidated Balance Sheets as of December 31, 2024 and 2023 ​ F-4 ​ ​ ​ Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 ​ F-5 ​ ​ ​ Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022 ​ F-6 ​ ​ ​ Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 ​ F-7 ​ ​ ​ Notes to Consolidated Financial Statements ​ F-8 2. Consolidated Financial Statement Schedules All schedules are omitted as the information required is inapplicable or the information is presented in the consolidated financial statements or the related notes. 3. Exhibits See Exhibit Index below. (b) The following exhibits are filed as part of this Annual Report on Form 10-K. Exhibit ​ Number Exhibit Description ​ ​ 3.1 Amended and Restated Certificate of Incorporation of TG Therapeutics, Inc. dated April 26, 2012 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2012). ​ ​ 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of TG Therapeutics, Inc. dated June 9, 2014 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 2014). ​3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of TG Therapeutics, Inc. 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). 3.4 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). ​3.5 Amended and Restated Bylaws of TG Therapeutics, Inc. dated July 18, 2014 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 21, 2014). ​ ​ 4.1 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). ​ ​ 4.2 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). ​ 93 Table of Contents 10.2 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). † ​ ​ 10.3 Amendment to Restricted Stock Agreement, dated July 12, 2013, by and between TG Therapeutics, Inc. and Michael S. Weiss (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 16, 2013). † ​ ​ 10.4 Amendment to Restricted Stock Agreements, dated December 31, 2014, by and between TG Therapeutics, Inc. and Michael S. Weiss (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 7, 2015). † ​ ​ 10.5 Employment Agreement, effective December 29, 2011, between TG Therapeutics, Inc. and Sean A. Power (incorporated by reference to Exhibit 10.32 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2011). † ​ ​ 10.6 Restricted Stock Subscription Agreement, effective December 29, 2011 between TG Therapeutics, Inc. and Sean A. Power (incorporated by reference to Exhibit 10.33 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2011). † ​ ​ 10.7 Amendment to Restricted Stock Agreement, dated July 12, 2013, by and between TG Therapeutics, Inc. and Sean A. Power (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on July 16, 2013). † ​ ​ 10.8 Amendment to Restricted Stock Agreements, dated December 31, 2014, by and between TG Therapeutics, Inc. and Sean A. Power (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 7, 2015). † ​ ​ 10.9 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). * ​ ​ 10.10 Sublicense Agreement, dated November 13, 2012, by and between TG Therapeutics, Inc. and Ildong Pharmaceutical Co. Ltd. (incorporated by reference to Exhibit 10.37 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2012). * ​ ​ 10.11 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).* ​ ​ 10.12 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). * ​ ​ 10.14 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). * ​ ​ 10.15 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). † ​ ​ 10.16 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). * ​ ​ 10.17 Joint Venture and License Option Agreement by and between TG Therapeutics, Inc. 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). * 94 Table of Contents 10.18 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). * ​ ​ 10.20 Warrant Agreement, dated February 28, 2019, by and between TG Therapeutics, Inc. and Hercules Capital, Inc. (incorporated by reference to the Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on March 5, 2019). ​ ​ 10.21 Warrant Agreement, dated February 28, 2019, by and between TG Therapeutics, Inc. and Hercules Technology III, L.P. (incorporated by reference to the Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on March 5, 2019). ​ ​ 10.22 Amended and Restated Collaboration Agreement by and between TG Therapeutics, Inc. and Checkpoint Therapeutics, Inc., dated June 19, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2019). * ​ ​ 10.23 Amended and Restated Employment Agreement by and between TG Therapeutics, Inc. and Michael S. 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). † ​ ​ 10.28 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). † 10.29 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). † ​ ​ 10.30 Amended and Restated Warrant Agreement, dated March 31, 2023, by and between TG Therapeutics, Inc. and Hercules Capital Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended March 31, 2023). * 10.31 Amended and Restated Warrant Agreement, dated March 31, 2023, by and between TG Therapeutics, Inc. and Hercules Funding IV, LLC. (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended March 31, 2023). * 10.32 Amended and Restated Warrant Agreement, dated March 31, 2023, by and between TG Therapeutics, Inc. and Hercules Private Credit Fund 1 L.P. (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended March 31, 2023). * 10.33 Amended and Restated Warrant Agreement, dated March 31, 2023, by and between TG Therapeutics, Inc. and Hercules Private Global Venture Growth Fund I L.P. (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 10-Q for the quarter ended March 31, 2023). * 10.34 Warrant Agreement, dated March 31, 2023, by and between TG Therapeutics, Inc. and Hercules Capital Inc. (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 10-Q for the quarter ended March 31, 2023).* 10.35 Warrant Agreement, dated March 31, 2023, by and between TG Therapeutics, Inc. and Hercules Private Credit Fund 1 L.P. (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 10-Q for the quarter ended March 31, 2023). * 10.36 Warrant Agreement, dated March 31, 2023, by and between TG Therapeutics, Inc. and Hercules Private Global Venture Growth Fund I L.P. (incorporated by reference to Exhibit 10.8 to the Registrant’s Form 10-Q for the quarter ended March 31, 2023). * 10.37 Commercialization Agreement by and between TG Therapeutics, Inc. and Neuraxpharm Pharmaceuticals, S.L., dated as of July 28, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2023). * 10.38 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).* 10.39 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).* 10.40 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).* 19.1 TG Therapeutics, Inc. Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Form 10-K for the year ended December 31, 2023). 21.1 Subsidiaries of TG Therapeutics, Inc. # ​ ​ 23.1 Consent of Independent Registered Public Accounting Firm (KPMG, LLP). # ​ ​ 24.1 Power of Attorney (included in signature page). ​ ​ 31.1 Certification of Principal Executive Officer. # ​ ​ 31.2 Certification of Principal Financial Officer. # ​ ​ 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. # ​ ​ 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. # 95 Table of Contents 97.1 TG Therapeutics, Inc. Clawback Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Form 10-K for the year ended December 31, 2023). 101 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. ​ ​ 104 Cover Page Interactive Data File (embedded within inline XBRL included as Exhibit 101). # Filed Herewith. † Indicates management contract or compensatory plan or arrangement. * Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K. ​ ​ TG Therapeutics, Inc. Consolidated Financial Statements ​ Page Report of Independent Registered Public Accounting Firm (KPMG LLP, New York, NY, Audit Firm ID: 185) F-1 ​ ​ Consolidated Balance Sheets as of December 31, 2024 and 2023 F-4 ​ ​ Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 F-5 ​ ​ Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022 F-6 ​ ​ Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 F-7 ​ ​ Notes to Consolidated Financial Statements F-8 ​ 96 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors TG Therapeutics, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of TG Therapeutics, Inc. and subsidiaries (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). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. 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, 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 These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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. F-1 Table of Contents 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 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. /s/ KPMG LLP We have served as the Company’s auditor since 2021. New York, New York March 3, 2025 F-2 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors TG Therapeutics, Inc.: ​ Opinion on Internal Control Over Financial Reporting ​ We have audited TG Therapeutics, Inc. and subsidiaries' (the Company) 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. 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, 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. ​ Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ /s/ KPMG LLP ​ New York, New York March 3, 2025 F-3 Table of Contents TG Therapeutics, Inc. and Subsidiaries Consolidated Balance Sheets as of December 31 (in thousands, except share and per share amounts) ​ December 31, December 31, ​ 2024 2023 ​ ​ ​ Assets Current assets: ​ ​ Cash and cash equivalents $ 179,894 $ 92,933 Short-term investment securities 131,106 124,575 Accounts receivable, net 129,185 51,093 Inventories 110,458 39,823 Other current assets 15,716 9,519 Total current assets 566,359 317,943 Restricted cash 1,298 1,285 Long-term investment securities 808 — Right of use assets 7,151 8,050 Other Noncurrent Assets(1) 2,074 2,309 Total assets $ 577,690 $ 329,587 ​ Liabilities and stockholders’ equity Current liabilities: Accounts payable and accrued expenses $ 58,296 $ 38,471 Other current liabilities(1) 4,627 1,479 Lease liability – current portion 1,157 1,446 Deferred revenue - current portion(1) 11,414 152 Accrued compensation 15,185 12,172 Total current liabilities 90,679 53,720 Deferred revenue, non-current portion 12,085 6,016 Loan payable 244,429 100,118 Lease liability – non-current 8,133 9,231 Total liabilities 355,326 169,085 Commitments and contingencies Stockholders’ equity: 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 156 151 Additional paid-in capital 1,760,396 1,713,162 Treasury stock, at cost, 367,903 and 41,309 shares at December 31, 2024 and December 31, 2023 ( 8,994 ) ( 234 ) Accumulated deficit ( 1,529,194 ) ( 1,552,577 ) Total stockholders’ equity 222,364 160,502 Total liabilities and stockholders’ equity $ 577,690 $ 329,587 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. ​ F-4 Table of Contents TG Therapeutics, Inc. and Subsidiaries Consolidated Statements of Operations for the Years Ended December 31 (in thousands, except share and per share amounts) ​ 2024 2023 2022 Revenue: Product revenue, net 313,728 92,005 2,633 License, milestone, royalty and other revenue $ 15,276 $ 141,657 $ 152 Total revenue 329,004 233,662 2,785 ​ Costs and expenses: Cost of revenue 38,486 14,131 265 Research and development: Noncash compensation 11,160 13,010 13,224 Other research and development 83,131 63,182 112,128 Total research and development 94,291 76,192 125,352 ​ ​ ​ ​ Selling, general and administrative: ​ ​ ​ Noncash compensation 31,381 24,923 31,438 Other selling, general and administrative 122,917 97,783 64,046 Total selling, general and administrative 154,298 122,706 95,484 ​ ​ ​ ​ Total costs and expenses 287,075 213,029 221,101 ​ Operating income (loss) 41,929 20,633 ( 218,316 ) ​ Other expense (income): Interest expense 24,028 12,615 10,191 Other income ( 7,693 ) ( 5,044 ) ( 4,695 ) Total other expense (income), net 16,335 7,571 5,496 ​ Net income (loss) before taxes $ 25,594 $ 13,062 $ ( 223,812 ) Income taxes 2,211 390 — Net income (loss) $ 23,383 $ 12,672 $ ( 223,812 ) ​ Net income (loss) per common share: Basic $ 0.16 $ 0.09 $ ( 1.65 ) Diluted $ 0.15 $ 0.09 $ ( 1.65 ) Weighted-average shares outstanding: Basic 145,317,418 141,955,112 135,411,258 Diluted 160,336,051 148,508,465 135,411,258 The accompanying notes are an integral part of the consolidated financial statements. F-5 Table of Contents TG Therapeutics, Inc. and Subsidiaries Consolidated Statements of Stockholders ’ Equity for the Years Ended December 31 (in thousands, except share amounts) Additional Common Stock paid-in Treasury Stock Accumulated ​ Shares Amount capital Shares Amount Deficit Total Balance at January 1, 2022 143,292,043 143 1,578,681 41,309 ( 234 ) ( 1,341,437 ) 237,153 Issuance of common stock in connection with exercise of options 142,409 * 584 — — — 584 Issuance of restricted stock 5,179,201 5 ( 5 ) — — — — Forfeiture of restricted stock ( 2,186,956 ) - 2 2 — — — — Compensation in respect of restricted stock granted to employees, directors and consultants — — 44,662 — — — 44,662 Net income (loss) — — — — — ( 223,812 ) ( 223,812 ) Balance at December 31, 2022 146,426,697 146 1,623,924 41,309 ( 234 ) ( 1,565,249 ) 58,587 Issuance of common stock in connection with exercise of options 246,156 * 1,534 — — — 1,534 Issuance of restricted stock 3,620,237 4 ( 4 ) — — — — Warrants issued with debt financing 595 595 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 — — 40,818 — — — 40,818 Net income (loss) — — — — — 12,672 12,672 Balance at December 31, 2023 151,465,598 151 1,713,162 41,309 ( 234 ) ( 1,552,577 ) 160,502 Issuance of common stock in connection with exercise of options 151,813 * 914 — — — 914 Issuance of restricted stock 4,751,729 5 ( 5 ) — — — — Issuance of common stock in connection with cashless exercise of warrants 129,792 * * — — — — Forfeiture of restricted stock ( 294,773 ) * * — — — — Repurchase of common stock — — — 326,594 ( 8,760 ) — ( 8,760 ) Compensation in respect of restricted stock granted to employees, directors and consultants — — 46,325 — — — 46,325 Net income (loss) — — — — — 23,383 23,383 Balance at December 31, 2024 156,204,159 $ 156 $ 1,760,396 367,903 $ ( 8,994 ) $ ( 1,529,194 ) 222,364 * Amount less than one thousand dollars. The accompanying notes are an integral part of the consolidated financial statements. F-6 Table of Contents TG Therapeutics, Inc. and Subsidiaries Consolidated Statements of Cash Flows for the Years Ended December 31 (in thousands) ​ 2024 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES ​ ​ ​ ​ ​ ​ ​ Net income (loss) $ 23,383 $ 12,672 $ ( 223,812 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: ​ ​ ​ Loss on extinguishment of debt 4,607 — — Noncash stock compensation expense 42,541 37,933 44,662 Depreciation and amortization 68 211 303 Amortization of discount on investment securities ( 6,984 ) ( 2,236 ) ( 331 ) Amortization of debt issuance costs 1,995 2,378 1,844 Amortization of leasehold interest 212 212 212 Noncash change in lease liability and right of use asset 1,900 1,963 2,715 Change in fair value of equity investments 754 — — Change in fair value of notes payable 304 113 ( 116 ) Changes in assets and liabilities: ​ ​ Increase in inventory ( 66,851 ) ( 36,938 ) — (Increase) decrease in other current assets ( 6,316 ) ( 2,831 ) 8,181 (Increase) decrease in accounts receivable ( 78,092 ) ( 51,093 ) 1,389 Increase (decrease) in accounts payable and accrued expenses 22,838 192 ( 11,010 ) Decrease in lease liabilities ( 2,388 ) ( 2,375 ) ( 2,332 ) Increase in other current liabilities 4,029 2,675 2,277 Increase (decrease) in deferred revenue 17,483 5,711 ( 152 ) Net cash used in operating activities ( 40,517 ) ( 31,413 ) ( 176,170 ) ​ CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from maturity of short-term securities 310,900 96,229 87,275 Investment in held-to-maturity securities ( 310,516 ) ( 146,880 ) ( 107,274 ) Investment in long-term securities ( 1,375 ) — — Purchases of PPE ( 45 ) — ( 14 ) Net cash used in investing activities ( 1,036 ) ( 50,651 ) ( 20,013 ) ​ CASH FLOWS FROM FINANCING ACTIVITIES Payment of loan payable ( 107,553 ) — ( 975 ) Proceeds from sale of common stock, net 46,296 — Proceeds from exercise of options 914 1,534 584 Proceeds from debt financings 244,815 25,000 — Financing costs paid ( 889 ) ( 125 ) — Purchase of treasury stock ( 8,760 ) — — Net cash provided by (used in) financing activities 128,527 72,705 ( 391 ) ​ NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 86,974 ( 9,359 ) ( 196,574 ) ​ CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD 94,218 103,577 300,151 ​ CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD $ 181,192 $ 94,218 $ 103,577 ​ Reconciliation to amounts on consolidated balance sheets: Cash and cash equivalents $ 179,894 $ 92,933 $ 102,304 Restricted cash 1,298 1,285 1,273 Total cash, cash equivalents and restricted cash $ 181,192 $ 94,218 $ 103,577 ​ Cash paid for: Interest $ 18,470 $ 8,771 $ 5,445 Income taxes $ 500 $ — $ — NONCASH TRANSACTIONS Deferred Financing Costs $ — $ 1,238 $ — Warrants issued with debt financing $ — $ 595 $ — The accompanying notes are an integral part of the consolidated financial statements. F-7 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements Unless the context requires otherwise, references in this report to “ TG, ” “ Company, ” “ we, ” “ us ” and “ our ” refer to TG Therapeutics, Inc. and our subsidiaries. NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 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. LIQUIDITY AND CAPITAL RESOURCES Historically, we have incurred operating losses since our inception; 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, 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. 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. We also began shipping BRIUMVI to our ex-U.S. 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 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 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 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. Our common stock is quoted on the Nasdaq Capital Market and trades under the symbol “TGTX.” RECENTLY ISSUED ACCOUNTING STANDARDS Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. F- 8 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements USE OF ESTIMATES The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the applicable reporting period. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue, accrued clinical trial expenses and stock-based compensation. Actual results could differ from those estimates. Such differences could be material to the financial statements. CASH AND CASH EQUIVALENTS We treat liquid investments with original maturities of less than three months when purchased as cash and cash equivalents. RESTRICTED CASH We record cash pledged or held in trust as restricted cash. As of December 31, 2024 and 2023 , we have approximately $ 1.3 million of restricted cash pledged to secure a line of credit as a security deposit for an Office Agreement (see Note 7 ). INVESTMENT SECURITIES Investment securities at December 31, 2024 and 2023 consist of short-term government securities. We classify these securities as held-to-maturity. Held-to-maturity securities are those securities in which we have the ability and intent to hold the security until maturity. Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective interest method. A decline in the market value of any investment security below cost that is deemed to be other than temporary, results in a reduction in the carrying amount to fair value. The impairment is charged to operations and a new cost basis for the security is established. Other-than-temporary impairment charges are included in interest and other income (expense), net. Dividend and interest income are recognized when earned. Our equity securities consist of common stock of Precision BioSciences, Inc. (Precision). 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. CREDIT RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and short-term investments. The Company maintains its cash and cash equivalents and short-term investments with high-credit quality financial institutions. At times, such amounts may exceed federally-insured limits. REVENUE RECOGNITION Pursuant to Topic 606, we recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To achieve this core principle, Topic 606 includes provisions within a five -step model that includes i) identifying the contract with a customer, ii) identifying the performance obligations in the contract, iii) determining the transaction price, iv) allocating the transaction price to the performance obligations, and v) recognizing revenue when, or as, an entity satisfies a performance obligation. At contract inception, we assess the goods or services promised within each contract and assess whether each promised good or service is distinct and determine those that are performance obligations. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. F- 9 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements Product Revenue, Net – The Company recognizes product revenues, net of variable consideration related to certain allowances and accruals, when the customer takes control of the product, which is typically upon delivery to the customer. Product revenue is recorded at the net sales price, or transaction price. 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 the following components, which are described below: 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 (if the amount is expected to be settled with a credit against the Company's customer account) or a liability (if the amount is expected to be settled with a cash payment). 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 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. Actual amounts of consideration received may ultimately differ from the Company's estimates. If actual results vary, the Company adjusts these estimates, which could have an effect on earnings in the period of adjustment. Chargebacks: Chargebacks for discounts represent the Company’s estimated obligations resulting from contractual commitments to sell product to qualified healthcare providers and government agencies at prices lower than the list prices charged to the customers who directly purchase the product from the Company. The customers charge the Company for the difference between what the customers pay the Company for the product and the customers’ ultimate contractually committed or government required lower selling price to the qualified healthcare providers. Government Rebates: Government rebates consist of Medicare, Tricare, and Medicaid rebates. These reserves are recorded in the same period the related revenue is recognized. For Medicare, the Company also estimates the number of patients in the prescription drug coverage gap for whom it will owe a rebate under the Medicare Part D program. Trade Discounts and Allowances: The Company provides its customers with discounts that are explicitly stated in the contracts and are recorded in the period the related product revenue is recognized. In addition, the Company also receives sales order management, inventory management, and data services from its customers in exchange for certain fees. Commercial Payer Rebates: The Company contracts with various private payer organizations, primarily insurance companies and pharmacy benefit managers, for the payment of rebates with respect to utilization of our product and contracted formulary status. The Company estimates these rebates and records such estimates in the same period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability. Product Returns: Consistent with industry practice, the Company generally offers customers a limited right of return for product that has been purchased from the Company. The Company estimates the amount of its product sales that may be returned by its customers and records this estimate in the period the related product revenue is recognized. The Company currently estimates product return liabilities based on data from similar products and other qualitative considerations, such as visibility into the inventory remaining in the distribution channel. Subject to certain limitations, the Company’s return policy allows for eligible returns of commercial products sold for credit under the following circumstances: ● receipt of damaged product; ● shipment errors that were a result of an error by the Company; ● expired product that is returned during the period beginning three months prior to the product’s expiration and ending six months after the expiration date; ● product subject to a recall; and ● product that the Company, at its sole discretion, has specified can be returned for credit. ​ F- 10 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements As of December 31, 2024 , the Company has $ 0.1 million in returns related to sales of BRIUMVI. ​ Co-Payment Assistance Programs: Co-payment assistance is provided to qualified patients with commercial insurance, whereby the Company may provide financial assistance to patients with prescription drug co-payments required by the patient's insurance provider. Reserves for co-payment assistance are recorded in the same period the related revenue is recognized. License Agreements – The Company generates revenue from license or similar agreements with pharmaceutical companies for the development and commercialization of certain products. Such agreements may include the transfer of intellectual property rights in the form of licenses. Payments made by the customer may include non-refundable upfront fees, payments based upon the achievement of defined milestones, and royalties on sales of products. Licenses of intellectual property : If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes the transaction price allocated to the license as revenue upon transfer of control of the license. All other promised goods or services in the agreement are evaluated to determine if they are distinct. If they are not distinct, they are combined with other promised goods or services to create a bundle of promised goods or services that is distinct. Milestone payments : Contingent milestones at contract inception are estimated at the amount which is not probable of a material reversal and included in the transaction price using the most likely amount method. Milestone payments that are not within the Company's control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received and therefore the variable consideration is constrained. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each reporting period, the Company re-evaluates the probability of achieving development or sales-based milestone payments that may not be subject to a material reversal and, if necessary, adjust the estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license and other revenue, as well as earnings, in the period of adjustment. Sales-based royalties : For arrangements that include sales-based royalties and a license of intellectual property that is deemed to be the predominant item to which the royalties relate, revenue is recognized at the later of when the related sales occur or when the performance obligation to which some or all of the royalties have been allocated has been satisfied (or partially satisfied). Optional Purchases : The Company’s arrangements may provide the licensee the right to make optional purchases of the licensed product. These optional purchases are accounted for as separate contracts when the licensee determines that it will make such a purchase, unless the option conveys a material right. Other Revenue Revenue is also generated from service-based fees recognized for providing regulatory support and development services to customers. Service fee revenue is recognized overtime as the services are transferred to the customer. DEFERRED PRODUCT REVENUE When consideration is received, or such consideration is unconditionally due, from a customer prior to the Company completing its performance obligation to the customer under the terms of a contract, a contract liability is recorded as deferred revenue. Deferred revenues expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current liabilities. Deferred revenues not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as long-term liabilities. F- 11 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements ACCOUNTS RECEIVABLE In general, accounts receivable consists of amounts due from customers, net of customer allowances for cash discounts, product returns and chargebacks. Our contracts with customers have standard payment terms. We analyze accounts that are past due for collectability, and regularly evaluate the creditworthiness of our customers so that we can properly assess and respond to changes in their credit profiles. As of December 31, 2024 , we determined an allowance for expected credit losses related to outstanding accounts receivable was currently not required based upon our review of contractual payment terms and individual customer circumstances. COST OF REVENUE Cost of revenue consists primarily of third -party manufacturing costs, distribution, overhead and royalties owed to our licensing partner for BRIUMVI sales. Cost of revenue may also include costs related to excess or obsolete inventory adjustment charges, abnormal costs, unabsorbed manufacturing and overhead costs, and manufacturing variances. Based on our policy to expense costs associated with the manufacture of our products prior to regulatory approval, a portion of the costs of producing BRIUMVI sold to date was expensed as research and development prior to FDA approval of BRIUMVI and therefore it is not reflected in the cost of revenue. Our cost of revenue also relates to providing regulatory support & development services to customers. INVENTORY 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. Following regulatory approval, costs to manufacture those approved products will be capitalized. Inventory that can be used in either the production of clinical or commercial products is expensed as research and development costs when identified for use in clinical trials. 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. RESEARCH AND DEVELOPMENT COSTS Generally, research and development costs are expensed as incurred. Research and development expenses consist primarily of costs incurred to third -party service providers for the conduct of research, preclinical and clinical studies, contract manufacturing costs, license milestone fees, personnel costs for our research and development employees, consulting, and other related expenses. We recognize research, preclinical and clinical study expenses based on services performed, pursuant to contracts with third -party research and development organizations that conduct and manage research, preclinical and clinical activities on our behalf. We accrue these expenses based on the progress or stage of completion of services and the contracted fees to be paid for such services. If the actual timing of the performance of services or the level of effort varies from the original accrual, we will adjust the accrual accordingly. With respect to clinical trial costs, the financial terms of these agreements are subject to an initial negotiation and vary from contract to contract. Payments under these contracts may be uneven and depend on factors such as the achievement of certain events, the successful recruitment of patients, the completion of portions of the clinical trial or similar conditions. 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. F- 12 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements INCOME TAXES Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. If the likelihood of realizing the deferred tax assets or liability is less than “more likely than not,” a valuation allowance is then created. We, and our subsidiaries, file income tax returns in the U.S. federal jurisdiction and in various states. We have tax net operating loss carryforwards that are subject to examination for a number of years beyond the year in which they were generated for tax purposes. Since a portion of these net operating loss carryforwards may be utilized in the future, many of these net operating loss carryforwards will remain subject to examination. We recognize interest and penalties related to uncertain income tax positions in income tax expense. Refer to Note 9 for further information. STOCK-BASED COMPENSATION 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. Forfeitures are recognized as they occur. 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. F- 13 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements NET INCOME (LOSS) PER COMMON SHARE Basic net income (loss) per share of our common stock is calculated by dividing net income (loss) applicable to the common stock by the weighted-average number of our common stock outstanding for the period. 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 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 : ​ December 31, ​ 2024 2023 2022 Unvested restricted stock 10,343,555 8,139,037 7,232,254 Options 4,470,216 4,697,029 5,135,685 Warrants 165,214 312,272 262,100 Shares issuable upon note conversion 21,973 20,902 20,619 Total 15,000,958 13,169,240 12,650,658 The computation of basic and diluted earnings per share (EPS) is as follows: ​ Year ended ​ December 31, (in thousands, except share and per share data) 2024 2023 2022 Net income (loss) 23,383 12,672 ( 223,812 ) Weighted-average common shares outstanding 145,317,418 141,955,112 135,411,258 Dilutive effect of potential common shares 15,018,633 6,553,353 - Weighted-average common shares outstanding assuming dilution 160,336,051 148,508,465 135,411,258 ​ Net income (loss) per share - basic 0.16 0.09 ( 1.65 ) Net income (loss) per share - diluted 0.15 0.09 ( 1.65 ) LONG-LIVED ASSETS AND GOODWILL Long-lived assets are reviewed for potential impairment when circumstances indicate that the carrying value of long-lived tangible and intangible assets with finite lives may not be recoverable. Management’s policy in determining whether an impairment indicator exists, a triggering event, comprises measurable operating performance criteria as well as qualitative measures. If an analysis is necessitated by the occurrence of a triggering event, we make certain assumptions in determining the impairment amount. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized. Goodwill results from excess consideration in a business combination over the fair value of identifiable net assets acquired. Goodwill is not amortized but is reviewed for impairment at least annually, or more frequently if impairment indicators are present, by first assessing qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying amount. 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. F- 14 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements LEASES 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. Operating leases are reflected as lease liabilities on the commencement date of the lease based on the present value of the lease payments to be made over the lease term. Current operating lease liabilities are reflected in lease liabilities – current portion and noncurrent operating lease liabilities are reflected in lease liabilities – non-current on the consolidated balance sheet. 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 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. F- 15 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements NOTE 2 - REVENUE As discussed in Note 1, revenues are recognized under guidance within ASC 606. The following table presents our disaggregated revenue for the periods presented (in thousands): (in thousands) Year ended December 31, ​ 2024 2023 2022 Total product revenue, net $ 313,728 92,005 2,633 License Revenue 152 140,153 152 Milestone Revenue 12,500 - - Royalty Revenue 801 - - Other Revenue 1,823 1,504 - Total Revenue $ 329,004 $ 233,662 $ 2,785 Product revenue, net The following table presents our disaggregated revenue by product and geography for the periods presented: (in thousands) Year ended December 31, ​ 2024 2023 2022 BRIUMVI U.S. $ 310,023 $ 88,786 $ - International 3,705 3,219 - Worldwide $ 313,728 $ 92,005 $ - UKONIQ U.S. $ - $ - $ 2,633 International - - - Worldwide $ - $ - $ 2,633 Total product revenue, net U.S. $ 310,023 $ 88,786 $ 2,633 International 3,705 3,219 - Worldwide $ 313,728 $ 92,005 $ 2,633 We began shipping BRIUMVI to our U.S. customers in January 2023. We also began shipping BRIUMVI to our ex-U.S. licensing partner, Neuraxpharm, in November 2023. UKONIQ was voluntarily withdrawn from the U.S. market effective May 31, 2022. 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. F- 16 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements License Agreements Neuraxpharm Commercialization Agreement 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, 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. As part of the overall arrangement, the Company has agreed to supply BRIUMVI to Neuraxpharm throughout the term of the Commercialization Agreement. In consideration for entering the Commercialization Agreement, the Company received a non-refundable upfront payment of $ 140.0 million. The Company will also receive tiered double-digit royalties up to 30 % on net product sales in the Territory and is eligible to receive sales-based or other milestone payments totaling up to $ 505.0 million. The Company evaluated the Commercialization Agreement under ASC 606 and concluded that Neuraxpharm represents a customer in the transaction. In accordance with this guidance, the Company identified the following commitments under the arrangement: (i) grant the exclusive right to develop, sell, offer to sell and import BRIUMVI in the Territory (the “License”); and (ii) perform certain development and regulatory activities (“Development and Regulatory Activities”). The License to the Company’s intellectual property represents a distinct performance obligation, therefore, the $ 140.0 million non-refundable upfront payment related to this performance obligation was recognized as License Revenue in 2023. The Development and Regulatory Activities also represent a distinct performance obligation and are satisfied over time because Neuraxpharm simultaneously receives and consumes the benefits provided by the Company’s performance of the services. Therefore, revenue is recognized as the activities are completed by the Company. During 2024 the Company recognized Other Revenue of $ 1.8 million related to the Development and Regulatory Activities. The arrangement also provides Neuraxpharm with the right to make optional purchases of BRIUMVI (the “Supply of Licensed Product”). These optional purchases are accounted for as a separate contract when the right to purchase BRIUMVI is exercised. The consideration for optional purchases of BRIUMVI by Neuraxpharm approximates the price that a customer in the Territory would be willing to pay for these goods. The performance obligation related to the Supply of Licensed Product is satisfied when control of the product passes to Neuraxpharm. The consideration received from Neuraxpharm for the supply of BRIUMVI is recognized by the Company as a component of product revenue, net. As of December 31, 2024, the Company has an unconditional right to receive $ 1.5 million in consideration from Neuraxpharm related to the performance obligation to supply BRIUMVI, which is recorded as accounts receivable, net. A portion of the performance obligation to supply BRIUMVI has not yet been satisfied, therefore, as of December 31, 2024, $ 23.5 million has been recorded as deferred revenue. During 2024 the Company recognized $ 3.7 million in BRIUMVI product sales, net related to performance obligations that were satisfied during the year ended December 31, 2024. The Company will reevaluate the consideration received, and performance obligations satisfied at the end of each reporting period. Such reevaluations may result in a change to the amount of product revenue, net, recognized and deferred revenue. The remaining forms of consideration are variable because they are dependent on the achievement of sales-based or other milestones. The Company evaluated the constraint on variable consideration and concluded that the milestone payments are highly dependent on factors outside of the Company’s control. Therefore, at contract inception, the milestones are not included in the transaction price as it is not probable that a significant reversal of revenue would not occur. Sales-based milestones will be recognized as revenue in the period when the related sales threshold is met. 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. For the period ended December 31, 2024, the Company recognized royalty revenue of $ 0.8 million. F- 17 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements NOTE 3 – INVESTMENT SECURITIES 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. The following tables summarize our investment securities at December 31, 2024 and 2023 : ​ December 31, 2024 Amortized Gross Gross ​ cost, as unrealized unrealized Estimated (in thousands) adjusted holding gains holding losses fair value Short-term investments: ​ ​ ​ ​ Obligations of domestic governmental agencies (maturing between January 2025 and December 2025 ) (held-to-maturity) $ 131,106 $ 64 $ — $ 131,170 Total short-term investment securities $ 131,106 $ 64 $ — $ 131,170 December 31, 2023 Amortized Gross Gross ​ cost, as unrealized unrealized Estimated ​ adjusted holding gains holding losses fair value Short-term investments: ​ ​ ​ ​ Obligations of domestic governmental agencies (maturing between January 2023 and December 2023 ) (held-to-maturity) $ 124,575 $ 30 $ 53 $ 124,552 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. F- 18 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements NOTE 4 – INVENTORY The following table presents our inventory as of December 31, 2024 ( in thousands): December 31, 2024 December 31, 2023 Raw Materials $ 28,151 $ 6,582 Work in Process 68,369 31,242 Finished Goods 13,938 1,999 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. Inventory that is used for clinical development purposes is expensed to research and development expense when consumed. 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. F- 19 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements NOTE 5 – FAIR VALUE MEASUREMENTS We measure certain financial assets and liabilities at fair value on a recurring basis in the financial statements. The fair value hierarchy ranks the quality and reliability of inputs, or assumptions, used in the determination of fair value and requires financial assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories: ● Level 1 – quoted prices in active markets for identical assets and liabilities; ● Level 2 – inputs other than Level 1 quoted prices that are directly or indirectly observable; and ● 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. 5% Notes At the time of our merger (we were then known as Manhattan Pharmaceuticals, Inc. (Manhattan)) with Ariston Pharmaceuticals, Inc. (Ariston) in March 2010, Ariston issued $ 15.5 million of five -year 5 % notes payable (the 5% Notes) in satisfaction of several note payable issuances. The 5% Notes and accrued and unpaid interest thereon are convertible at the option of the holder into common stock at the conversion price of $ 1,125 per share. We have no obligations under the 5% Notes aside from the conversion feature. F- 20 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements 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) Level 1 Level 2 Level 3 Total ​ ​ ​ ​ ​ Equity Investments $ 371 $ — $ — $ 371 Total Assets 371 — — 371 Forward Contract Liabilities — 3,129 — 3,129 5% Notes $ — $ — $ 661 $ 661 Total $ — $ 3,129 $ 661 $ 3,790 ​ Financial liabilities at fair value as of December 31, 2023 ​ Level 1 Level 2 Level 3 Total ​ ​ ​ ​ ​ 5% Notes $ — $ — $ 357 $ 357 Total $ — $ — $ 357 $ 357 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 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. F- 21 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements NOTE 6 – STOCKHOLDERS ’ EQUITY Equity Incentive Plans 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, 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 $ 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 value Outstanding at January 1, 2022 12,032,040 18.67 Granted 5,179,201 12.75 Vested ( 6,291,999 ) 11.28 Forfeited ( 2,186,956 ) 22.44 Outstanding at December 31, 2022 8,732,286 16.12 Granted 3,620,237 13.77 Vested ( 2,500,263 ) 11.98 Forfeited ( 213,192 ) 12.14 Outstanding at December 31, 2023 9,639,068 17.05 Granted 4,751,729 18.27 Vested ( 2,252,438 ) 14.78 Forfeited ( 294,773 ) 13.49 Outstanding at December 31, 2024 11,843,586 $ 18.22 F- 22 Table of Contents TG Therapeutics, Inc. and Subsidiaries 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 The estimated fair value of the options granted in the years ended December 31, 2024, 2023 and 2022 was determined utilizing the Black-Scholes option-pricing model at the date of grant. The following table summarizes stock option activity for the years ended December 31, 2024, 2023 and 2022: ​ ​ ​ Weighted- ​ ​ ​ ​ average ​ ​ ​ Weighted- contractual ​ ​ Number of average term Aggregate ​ shares exercise price (in years) intrinsic value ​ Outstanding at January 1, 2022 2,467,537 7.06 6.99 $ 29,503,551 Granted 2,975,000 $ 7 ​ ​ Exercised ( 142,409 ) 4.10 ​ ​ Forfeited ( 164,443 ) 7.84 ​ ​ Expired — — ​ ​ Outstanding at December 31, 2022 5,135,685 $ 7.10 5.09 $ 25,064,799 Granted — — ​ ​ Exercised ( 246,156 ) 6.08 ​ ​ Forfeited ( 192,500 ) 11.30 ​ ​ Expired — — ​ ​ Outstanding at December 31, 2023 4,697,029 $ 6.98 4.10 $ 47,607,209 Granted — — Exercised ( 151,813 ) 6.02 Forfeited ( 75,000 ) 13.25 Expired — — Outstanding at December 31, 2024 4,470,216 6.90 3.08 $ 103,691,060 ​ ​ ​ ​ ​ Exercisable at December 31, 2024 3,147,293 6.77 3.29 $ 73,417,302 Total expense associated with stock options was approximately $ 2.5 million, $ 3.9 million and $ 3.3 million during the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, there was approximately $ 1.6 million of total unrecognized compensation cost related to unvested time-based stock options, which is expected to be recognized over a weighted-average period of 1.58 years. As of December 31, 2024, the stock options outstanding include options granted to both employees and non-employees which are both time-based and milestone-based. Stock-based compensation for milestone-based options will be recorded if and when a milestone becomes probable. 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: ​ F- 23 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements ​ ​ Year Ended ​ December 31, 2024 December 31, 2023 December 31, 2022 Volatility N/A N/A 88.37 - 89.67 % Expected term (in years) N/A N/A 3.13 - 4.0 Risk-free rate N/A N/A 2.99 - 3.35 % Expected dividend yield N/A N/A — % Warrants 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 Volatility 0.88 % 184.4 % Risk-free interest rate 3.6 % 1.4 % Expected dividend yield — % — % Contractual term (in years) 7.00 7.00 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). The rights under the Rights Agreement expired at the close of business on July 18, 2024. F- 24 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements Common Stock Our amended and restated certificate of incorporation authorizes the issuance of up to 190,000,000 shares of $ 0.001 par value common stock. 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. and B. 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. 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. 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 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. 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 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. (Hercules). 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: (i) issue an advance of $ 25.0 million drawn at the First Amendment Effective Date (the Tranche 3A Advance), (ii) provide for the formal expiration of Tranche 2, (iii) change the draw amounts and dates available under subsequent tranches, including splitting the remaining balance of Tranche 3 into two additional advances in an aggregate principal amount of up to $ 20.0 million, in increments of $ 10.0 million (a Tranche 3B Advance and a Tranche 3C Advance), decreasing the amount available under Tranche 4 from $ 65.0 million to $ 60.0 million, and adding a Tranche 5 of $ 25.0 million, subject to the achievement of revenue related performance milestones, (iv) extend the interest only period from February 1, 2025 to August 1, 2025 and (v) modify the cash interest rate to be the greater of either (a) the “prime rate” as reported in The Wall Street Journal plus 1.20 %, and (b) 8.95 %. In addition to the cash interest rate, the principal balance will accrue paid-in-kind interest at a rate of 2.25 %, 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, as amended. 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. The First Amendment also contains warrant coverage of 2.95 % of each advance amount funded. A warrant (the Warrant) was issued by the Company to Hercules to purchase 115,042 shares of common stock with an exercise price of $ 17.95 for the initial amount funded at the Closing Date. The Warrant shall be exercisable for seven years from the date of issuance. Hercules may exercise the Warrant either by (a) cash or check or (b) through a net issuance conversion. Additionally, a warrant was issued by the Company to Hercules to purchase 50,172 shares of common stock with an exercise price of $ 14.70 for the amount funded pertaining to the Tranche 3A Advance (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. F- 25 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements 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. F- 26 Table of Contents 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: ​ December 31, December 31, (in thousands) 2024 2023 Loan payable $ — $ 95,000 Add: Accreted Liability of final payment fee — 10,230 ​ — 105,230 Less: unamortized debt issuance costs ( 5,112 ) ​ — 100,118 Less: principal payments — — Total loan payable — 100,118 Less: current portion — — Loan payable non-current $ — $ 100,118 The loan payable balance of the Initial Term Loan as of December 31, 2024, is as follows: The Initial Term Loan ​ December 31, (in thousands) 2024 Loan payable $ 250,000 Add: Accreted Liability of final payment fee — ​ 250,000 Less: unamortized debt issuance costs ( 5,571 ) ​ 244,429 Less: principal payments — Total loan payable 244,429 Less: current portion — Loan payable non-current $ 244,429 NOTE 8 – LEASES In October 2014, we entered into an agreement (the Office Agreement) with Fortress Biotech, Inc. (FBIO) to occupy approximately 45 % of the 24,000 square feet of New York City office space leased by FBIO. The Office Agreement requires us to pay our respective share of the average annual rent and other costs of the 15 -year lease. We approximate an average annual rental obligation of $ 1.8 million under the Office Agreement. We began to occupy this new space in April 2016, with rental payments beginning in the third quarter of 2016. At January 1, 2019, we recognized a lease liability and corresponding right-of-use (ROU) asset of $ 9.5 million and $ 8.1 million, respectively, based on the present value of the remaining lease payments for all of our leased office spaces, the majority of which is comprised of our New York City office space. 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 one month to 7 years. One lease has a renewal option to extend the lease for an additional term of five years. F- 27 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements 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 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). We approximate an average annual rental obligation of $ 0.2 million under the NC Lease. We took possession of this space in February 2022, with rental payments beginning in April 2022. Operating lease cost was $ 2.3 million, $ 2.2 million and $ 2.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024 , the weighted-average remaining operating lease term was 5.4 years and the weighted-average discount rate for operating leases was 10/04%. Cash paid for amounts included in the measurement of operating lease liabilities during the year ended December 31, 2024 was $ 2.4 million. The balance sheet classification of lease liabilities was as follows: ​ December 31, December 31, (in thousands) 2024 2023 Liabilities ​ ​ Lease liability current portion $ 1,157 $ 1,446 Lease liability non-current 8,133 9,231 Total lease liability $ 9,290 $ 10,677 As of December 31, 2024 , the maturities of lease liabilities were as follows: Operating leases 2025 $ 2,100 2026 2,080 2027 1,913 2028 1,827 2029 1,827 After 2029 2,888 Total lease payments 12,635 Less: interest ( 3,345 ) Present value of lease liabilities(*) $ 9,290 (*) As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date and considering the term of the lease to determine the present value of lease payments. We used the incremental borrowing rate of 10.25 % on February 28, 2019, for leases that commenced prior to that date through December 31, 2021. We used an incremental borrowing rate of 5.65 % for the NC lease. F- 28 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements NOTE 9 – INCOME TAXES We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. In determining the need for a valuation allowance, management reviews both positive and negative evidence, including current and historical results of operations, future income projections and the overall prospects of our business. Based upon management's assessment of all available evidence, we believe that it is more-likely-than- not that the deferred tax assets will not be realizable, and therefore, a valuation allowance has been established. The valuation allowance for deferred tax assets was approximately $ 414.6 million and $ 418.3 million as of December 31, 2024 and 2023, respectively. The Tax Cuts and Jobs Act of 2017 (“TCJA”) included changes to the treatment of research and development expenses under IRC Section 174. 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 US and 15 years for costs incurred in a non-US jurisdiction. 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 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 $ 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 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. The exchange transaction with TG Bio may have resulted in a “change in ownership” as defined by IRC Section 382 of the Internal Revenue Code of 1986, as amended. Additionally, stock issuance activities may have resulted in a “change in ownership” as defined by IRC Section 382 of the Internal Revenue Code of 1986, as amended. Accordingly, a substantial portion of the Company’s NOLs above may be subject to annual limitations in reducing any future year’s taxable income, and a substantial portion of the R&D Credit carryforwards may be subject to annual limitations in reducing any future year’s tax. ​ F- 29 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2024 and 2023 are presented below. ​ (in thousands) 2024 2023 Deferred tax assets: ​ ​ Net operating loss carryforwards $ 294,046 $ 316,962 Research and development credit 50,693 45,806 Noncash compensation 12,267 12,275 Disallowed interest — 3,328 Capitalized R&D Expenses 49,681 36,613 Other 7,927 3,333 Deferred tax asset, excluding valuation allowance 414,614 418,317 Less valuation allowance ( 414,614 ) ( 418,317 ) Net deferred tax assets $ — $ — There was approximately $ 2.2 million of current income tax expense for the year ended December 31, 2024 . Income tax expense differed from amounts computed by applying the US federal income tax rate of 21 % for the years ending December 31, 2024, 2023 and 2022 , to pretax income (loss) as follows: ​ ​ For the year ended December 31, (in thousands) 2024 2023 2022 Income (loss) before income taxes, as reported in the consolidated statements of operations $ 25,594 $ 13,062 $ ( 223,812 ) ​ ​ ​ ​ Computed “expected” tax benefit $ 5,375 $ 2,743 $ ( 47,000 ) ​ Increase (decrease) in income taxes resulting from: State and local taxes 780 ( 700 ) ( 8,457 ) Research and development credits ( 4,637 ) ( 3,402 ) ( 6,366 ) Officer Compensation Limitation 2,164 ( 740 ) 20,580 Provision-to-return 11,733 ( 9,235 ) 60 Prior period state tax benefit ( 3,508 ) — — Other 646 245 358 Stock options ( 1,602 ) ( 10,616 ) 7,908 Change in state tax rates ( 4,970 ) 4,141 — Change in the balance of the valuation allowance for deferred tax assets ( 3,770 ) 17,954 32,917 ​ $ 2,211 $ 390 $ — We file income tax returns in the U.S Federal and various state and local jurisdictions. With certain exceptions, the Company is no longer subject to U.S. Federal and state income tax examinations by tax authorities for years prior to 2021. However, NOLs and tax credits generated from those prior years could still be adjusted upon audit. ​ The Company would recognize interest and penalties, if any, to uncertain tax position in income tax expense in the statement of operations. There was no accrual for interest and penalties related to uncertain tax positions for 2024. We do not believe that there will be a material change in our unrecognized tax positions over the next twelve months. All of the unrecognized tax benefits, if recognized, would be offset by the valuation allowance. ​ F- 30 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements NOTE 10 – LICENSE AGREEMENTS BRIUMVI (Ublituximab) In January 2012, we entered into an exclusive license agreement with LFB Biotechnologies, GTC Biotherapeutics and LFB/GTC LLC, all wholly-owned subsidiaries of LFB Group, relating to the development of ublituximab (the LFB License Agreement). Under the terms of the LFB License Agreement, we have acquired the exclusive worldwide rights (exclusive of France/Belgium) for the development and commercialization of ublituximab. For the period ended December 31, 2024 , we have incurred expenses of approximately $ 31.0 million related to the achievement of certain milestones of the LFB License Agreement. These expenses are included in other research and development expenses in the accompanying consolidated statements of operations. As of December 31, 2024 , we had approximately zero recorded in accounts payable related to the LFB License Agreement. 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. During the year ended December 31, 2024, the Company recorded $ 30.7 million related to the worldwide royalty due under the LFB License Agreement in cost of revenue based on U.S. sales of BRIUMVI and as of December 31, 2024, approximately $ 10.3 million in royalties were payable under the LFB License Agreement. In November 2012, we entered into an exclusive (within the territory) sublicense agreement with Ildong Pharmaceutical Co. Ltd. (Ildong) relating to the development and commercialization of ublituximab in South Korea and Southeast Asia. Under the terms of the sublicense agreement, Ildong has been granted a royalty bearing, exclusive right, including the right to grant sublicenses, to develop and commercialize ublituximab in South Korea, Taiwan, Singapore, Indonesia, Malaysia, Thailand, Philippines, Vietnam, and Myanmar. An upfront payment of $ 2.0 million, which was received in December 2012, net of $ 0.3 million of income tax withholdings, is being recognized as license revenue on a straight-line basis over the life of the agreement, which is through 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, and represents the estimated period over which we will have certain ongoing responsibilities under the sublicense agreement. We recorded license revenue of approximately $ 0.2 million for each of the years ended December 31, 2024, 2023 and 2022 , and at December 31, 2024 and 2023 , have deferred revenue of approximately $ 0.2 million and $ 0.3 million, respectively, associated with this $ 2 million payment. We may receive up to an additional $ 5.0 million in payments upon the achievement of pre-specified milestones. In addition, upon commercialization, Ildong will make royalty payments to us on net sales of ublituximab in the sublicense territory. In July 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, and excluding certain Asian countries subject to previously existing partnerships. 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 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. F- 31 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements TG- 1701: BTK 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 ). Hengrui is eligible to receive milestone payments totaling approximately $ 350 million upon and subject to the achievement of certain milestones. 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. Royalty payments in the low double digits are due on net sales of licensed products and revenue from sublicenses. NOTE 11 – RELATED PARTY TRANSACTIONS In July 2015, we entered into a Shared Services Agreement (the Shared Services Agreement) with FBIO to share the cost of certain services such as facilities use, personnel costs and other overhead and administrative costs. This Shared Services Agreement requires us to pay our respective share of services utilized. In connection with the Shared Services Agreement, we incurred expenses of approximately $ 1.3 million, $ 0.9 million and $ 1.3 million for shared services for the years ended December 31, 2024, 2023 and 2022 , respectively, primarily related to shared personnel. Mr. Weiss, our Chairman and Chief Executive Officer, also serves as a director and Executive Vice Chairman, Strategic Development of FBIO. 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. In May 2016, as part of a broader agreement with Jubilant, we entered into a sublicense agreement (JBET Agreement) with Checkpoint for the development and commercialization of Jubilant’s novel BET inhibitor program in the field of hematological malignancies. Mr. Weiss also serves as Chairman of the Board of Directors of Checkpoint. ​ Please refer to Note 8 - Leases for details regarding the Office Agreement with FBIO, as well as Note 10 - License Agreements for details regarding the Collaboration Agreement with Checkpoint. NOTE 12 – COMMITMENTS AND CONTINGENCIES 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. Loan Payable ​ See Note 7 – for a detail description of our loan agreement. Leases See Note 8 - for a detailed description of our lease arrangements in New York, New Jersey and North Carolina. F- 32 Table of Contents SIGNATURES 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. ​ ​ ​ Date: March 3, 2025 By: /s/ Michael S. Weiss ​ ​ Michael S. Weiss ​ ​ Chairman and Chief Executive Officer F-33 Table of Contents POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Michael S. Weiss and Sean A. 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 March 3, 2025, and in the capacities indicated: Signatures Title /s/ Michael S. Weiss Michael S. Weiss ​ Chairman, Chief Executive Officer and President ​ ​ ​ /s/ Sean A. Power Sean A. Power ​ Chief Financial Officer, Treasurer and Corporate Secretary ​ ​ ​ /s/ Laurence N. Charney Laurence N. Charney ​ Director ​ ​ ​ /s/ Yann Echelard Yann Echelard ​ Director ​ ​ ​ /s/ Kenneth Hoberman Kenneth Hoberman ​ Director ​ ​ ​ /s/ Daniel Hume Daniel Hume ​ Director ​ ​ ​ /s/ Sagar Lonial Sagar Lonial ​ Director F-34