What changed in this filing

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Item 1. Financial Statements

2020-11-09 compared with 2020-08-10 · 120 added, 89 removed, 509 unchanged (29% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

September 30,

Current assets:

22 unchanged sentences

Stockholders’ equity:

Common stock, $ 0.001 par value per share ( 150,000,000 shares authorized, 126,690,514 and 109,425,243 shares issued, 126,649,205 and 109,383,934 shares outstanding at June 30, 2020 and December 31, 2019, respectively)

Common stock, $ 0.001 par value per share ( 150,000,000 shares authorized, 128,959,861 and 109,425,243 shares issued, 128,918,552 and 109,383,934 shares outstanding at September 30, 2020 and December 31, 2019, respectively)

Additional paid-in capital

Treasury stock, at cost, 41,309 shares at June 30, 2020 and December 31, 2019

Treasury stock, at cost, 41,309 shares at September 30, 2020 and December 31, 2019

Accumulated deficit

6 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

License revenue

18 unchanged sentences

TG Therapeutics, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share amounts)

Condensed Consolidated Statements of Stockholders’ (Deficit) Equity

(in thousands, except share and per share amounts)

Treasury Stock

11 unchanged sentences

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

Shares issued in connection with in-licensing agreements

Balance at June 30, 2019

Issuance of restricted stock

Forfeiture of restricted stock

Issuance of common stock in At-the-Market offerings (net of offering costs of $ 0.4 million)

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

Shares issued in connection with in-licensing agreements

Balance at September 30, 2019

Treasury Stock

12 unchanged sentences

Balance at June 30, 2020

Issuance of common stock in connection with exercise of options

Issuance of restricted stock

Forfeiture of restricted stock

Issuance of common stock in offerings (net of offering costs of $ 10.9 million)

Issuance of common stock in At the Market offering (net of offering costs of $ 2.0 million)

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

Balance at September 30, 2020

*Amount less than one thousand dollars

3 unchanged sentences

(in thousands)

Six months ended

Nine months ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

10 unchanged sentences

Decrease in other current assets

Decrease in leasehold interest

Decrease (increase) in accrued interest receivable

Decrease in accounts payable and accrued expenses

Decrease in accrued interest receivable

Increase (decrease) in accounts payable and accrued expenses

Decrease in lease liabilities

(Decrease) increase in interest payable

Increase in interest payable

(Decrease) increase in other liabilities

3 unchanged sentences

Proceeds from maturity of short-term securities

Investment in short-term securities

Investment in held-to-maturity securities

16 unchanged sentences

NONCASH TRANSACTIONS

Accrued offering costs

Deferred financing costs

14 unchanged sentences

When used together in combination therapy, ublituximab and umbralisib are referred to as “U2”.

Additionally, in early clinical development we have an anti-PD-L1 monoclonal antibody referred to as cosibelimab (TG-1501), an oral Bruton’s Tyrosine Kinase (BTK) inhibitor referred to as TG-1701, and an anti-CD47/CD19 bispecific antibody referred to as TG-1801.

Additionally, in early clinical development we have an anti-PD-L1 monoclonal antibody cosibelimab (TG-1501), an oral Bruton’s Tyrosine Kinase (BTK) inhibitor referred to as TG-1701, and an anti-CD47/CD19 bispecific antibody referred to as TG-1801.

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

6 unchanged sentences

The accompanying condensed December 31, 2019 balance sheet has been derived from these statements.

The results of operations for the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period.

The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period.

In December 2018, the Company created an Australian corporation, TG Therapeutics AUS Pty Ltd.

6 unchanged sentences

We have incurred operating losses since our inception, expect to continue to incur operating losses for the foreseeable future, and may never become profitable.

As of June 30, 2020, we have an accumulated deficit of approximately $ 805.2 million.

As of September 30, 2020, we have an accumulated deficit of approximately $ 892.4 million.

Our major sources of cash have been proceeds from the private placement and public offering of equity securities, as well as debt financings.

5 unchanged sentences

We may continue to incur substantial operating losses even if we begin to generate revenues from our drug candidates.

As of June 30, 2020, we had $ 275.6 million in cash and cash equivalents, and investment securities.

The Company believes its cash, cash equivalents, and investment securities on hand as of June 30, 2020 will provide sufficient liquidity for more than a twelve-month period from the date of filing this Quarterly Report on Form 10-Q.

As of September 30, 2020, we had $ 254.2 million in cash and cash equivalents.

The Company believes its cash and cash equivalents on hand as of September 30, 2020, along with the additional capital raised in the fourth quarter of 2020 (see Note 5), will provide sufficient liquidity for more than a twelve-month period from the date of filing this Quarterly Report on Form 10-Q.

The actual amount of cash that we will need to operate is subject to many factors, including, but not limited to, the timing, design and conduct of clinical trials for our drug candidates.

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We record cash pledged or held in trust as restricted cash.

As of June 30, 2020 and December 31, 2019, 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 8).

As of both September 30, 2020 and December 31, 2019, 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 8).

Investment Securities

Investment securities at June 30, 2020 and December 31, 2019 consist of short-term government securities.

Investment securities at December 31, 2019 consisted of short-term government securities.

We classify these securities as held-to-maturity.

44 unchanged sentences

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

Accordingly, as of June 30, 2020 and December 31, 2019, we recorded approximately $ 3.8 million and $ 8.1 million, respectively, in prepaid research and development related to such advance agreements.

Accordingly, as of September 30, 2020 and December 31, 2019, we recorded approximately $ 5.5 million and $ 8.1 million, respectively, in prepaid research and development related to such advance agreements.

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

22 unchanged sentences

Diluted net loss per share of common stock is the same as basic net loss per share of common stock since potentially dilutive securities from stock options, stock warrants and convertible preferred stock would have an antidilutive effect either because we incurred a net loss during the period presented or because such potentially dilutive securities were out of the money and the Company realized net income during the period presented.

The cumulative amounts of potentially dilutive securities excluded from the calculation were 10,535,748 securities and 7,844,712 securities for the three and six month periods ended June 30, 2020 and 2019, respectively.

The cumulative amounts of potentially dilutive securities excluded from the calculation were 11,103,701 securities and 8,060,758 securities for the three and nine month periods ended September 30, 2020 and 2019, respectively.

The following outstanding shares of potentially dilutive securities were excluded from the computation of net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive:

Three and Six Months Ended

Three and Nine Months Ended

September 30,

Unvested restricted stock

13 unchanged sentences

NOTE 2 CASH AND CASH EQUIVALENTS

The following tables summarize our cash and cash equivalents at June 30, 2020 and December 31, 2019:

The following tables summarize our cash and cash equivalents at September 30, 2020 and December 31, 2019:

September 30,

(in thousands)

2 unchanged sentences

NOTE 3 INVESTMENT SECURITIES

Our investments as of June 30, 2020 and December 31, 2019 are classified as held-to-maturity.

Our investments as of December 31, 2019 are classified as held-to-maturity.

We had no investment securities as of September 30, 2020.

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

The following tables summarize our investment securities at June 30, 2020 and December 31, 2019:

June 30, 2020

(in thousands)

holding gains

holding losses

Short-term investments:

Obligations of domestic governmental agencies (maturing between July 2020 and September 2020) (held-to-maturity)

Total short-term investment securities

The following table summarize our investment securities at December 31, 2019:

December 31, 2019

11 unchanged sentences

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

As of June 30, 2020 and December 31, 2019, the fair values of cash and cash equivalents, restricted cash, and notes and interest payable, approximate their carrying values.

As of September 30, 2020 and December 31, 2019, the fair values of cash and cash equivalents, restricted cash, and notes and interest payable, approximate their carrying values.

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

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and (b) the conversion feature, discussed above.

The cumulative liability to the Ariston subsidiary including accrued and unpaid interest of the 5 % Notes was approximately $ 19.8 million at June 30, 2020 and $ 19.3 million at December 31, 2019.

No payments have been made on the 5 % Notes since the merger and through June 30, 2020.

The cumulative liability to the Ariston subsidiary including accrued and unpaid interest of the 5 % Notes was approximately $ 20.0 million at September 30, 2020 and $ 19.3 million at December 31, 2019.

No payments have been made on the 5 % Notes since the merger and through September 30, 2020.

In December 2011, we elected the fair value option for valuing the 5 % Notes.

1 unchanged sentence

As of December 31, 2013, as a result of expiring intellectual property rights and other factors, it was determined that net product cash flows from AST-726 were unlikely.

As we have no other obligations under the 5 % Notes aside from the net product cash flows and the conversion feature, the conversion feature was used to estimate the 5 % Notes’ fair value as of June 30, 2020 and December 31, 2019.

The assumptions, assessments and projections of future revenues are subject to uncertainties, difficult to predict, and require significant judgment.

The use of different assumptions, applying different judgment to inherently subjective matters and changes in future market conditions could result in significantly different estimates of fair value and the differences could be material to our condensed consolidated financial statements.

The following tables provide the fair value measurements of applicable financial liabilities as of June 30, 2020 and December 31, 2019:

Financial liabilities at fair value as of June 30, 2020

The following tables provide the fair value measurements of applicable financial liabilities as of September 30, 2020 and December 31, 2019:

Financial liabilities at fair value as of September 30, 2020

(in thousands)

3 unchanged sentences

Cash, cash equivalents, accounts payable and debt are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature.

The following table summarizes the changes in Level 3 instruments during the three months ended June 30, 2020:

The following table summarizes the changes in Level 3 instruments during the nine months ended September 30, 2020:

(in thousands)

2 unchanged sentences

Change in fair value of Level 3 liabilities

Balance at June 30, 2020

Balance at September 30, 2020

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

11 unchanged sentences

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

During the six months ended June 30, 2020, we sold an aggregate of 4,535,608 shares of common stock pursuant to the 2020 ATM for total gross proceeds of approximately $ 77.4 million at an average selling price of $ 17.07 per share, resulting in net proceeds of approximately $ 76.0 million after deducting commissions and other transactions costs.

During the nine months ended September 30, 2020, we sold an aggregate of 5,945,608 shares of common stock pursuant to the 2020 ATM for total gross proceeds of approximately $ 113.3 million at an average selling price of $ 19.06 per share, resulting in net proceeds of approximately $ 111.3 million after deducting commissions and other transactions costs.

Subsequent to the end of the third quarter, from October 1, 2020 through November 5, 2020, we sold an aggregate of 2,582,678 shares of common stock pursuant to the 2020 ATM for aggregate total gross proceeds of approximately $ 74.2 million at an average selling price of $ 28.73 per share, resulting in net proceeds of approximately $ 72.9 million after deducting commissions and other transactions costs

In May 2020, we completed an underwritten public offering of 8,500,000 shares of our common stock (plus an underwriter option to purchase up to an additional 1,275,000 shares of common stock, which was exercised) at a price of $ 18 per share.

Net proceeds from this offering, including the overallotment, were approximately $ 165.1 million, net of underwriting discounts and offering expenses of approximately $ 10.6 million plus professional fees of $ 0.3 million, for total offering costs of $ 10.9 million.

Net proceeds from this offering, including the overallotment, were approximately $ 165.1 million, net of underwriting discounts and offering expenses of approximately $ 10.8 million.

The 2019 WKSI Shelf is currently our only active shelf-registration statement.

We may offer any combination of the securities registered under the 2019 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 believe that the 2019 WKSI provides us with the flexibility to raise additional capital to finance our operations as needed.

We believe that the 2019 WKSI Shelf provides us with the flexibility to raise additional capital to finance our operations as needed.

Equity Incentive Plans

1 unchanged sentence

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

Pursuant to this amendment, 8,000,000 shares were added to the 2012 Incentive Plan.

As of June 30, 2020, 9,232,615 shares of restricted stock and 2,638,480 options were outstanding and up to an additional 5,804,913 shares may be issued under the 2012 Incentive Plan.

As of September 30, 2020, 9,909,709 shares of restricted stock and 2,529,133 options were outstanding and up to an additional 5,054,913 shares may be issued under the 2012 Incentive Plan.

Stock Options

The following table summarizes stock option activity for the six months ended June 30, 2020:

The following table summarizes stock option activity for the nine months ended September 30, 2020:

exercise price

1 unchanged sentence

Outstanding at December 31, 2019

Outstanding at June 30, 2020

Total expense associated with the stock options was approximately $ 0.4 million and $ 0.8 million during the three months ended June 30, 2020 and 2019, respectively, and $ 4.3 million and $ 1.5 million during the six months ended June 30, 2020 and 2019, respectively.

As of June 30, 2020, there was approximately $ 3.1 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 1.5 years.

As of June 30, 2020, the stock options outstanding include options granted to both employees and non-employees which are both time-based and milestone-based.

Outstanding at September 30, 2020

Total expense associated with the stock options was approximately $ 0.8 million during each of the three months ended September 30, 2020 and 2019, respectively, and $ 5.2 million and $ 2.3 million during the nine months ended September 30, 2020 and 2019, respectively.

As of September 30, 2020, there was approximately $ 2.4 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 1.3 years.

As of September 30, 2020, 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 occurs.

The fair value of the Company’s option awards granted during the six months ended June 30, 2020 and 2019 were estimated on the grant date using the Black-Scholes option-pricing model using the assumptions below.

Six months ended

June 30, 2020

June 30, 2019

The fair value of the Company’s option awards granted during the nine months ended September 30, 2020 and 2019 were estimated on the grant date using the Black-Scholes option-pricing model using the assumptions below:

Nine months ended

September 30, 2020

September 30, 2019

186.91 - 191.05

6 unchanged sentences

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

The following table summarizes restricted share activity for the six months ended June 30, 2020:

The following table summarizes restricted share activity for the nine months ended September 30, 2020:

Weighted Average

2 unchanged sentences

Outstanding at December 31, 2019

Outstanding at June 30, 2020

Total expense associated with restricted stock grants was approximately $ 7.0 million and $ 1.0 million during the three months ended June 30, 2020 and 2019, respectively, and $ 14.1 million and $ 2.1 million during the six months ended June 30, 2020 and 2019, respectively.

As of June 30, 2020, there was approximately $ 31.0 million of total unrecognized compensation cost related to unvested time-based restricted stock, which is expected to be recognized over a weighted-average period of 1.1 years.

This amount does not include, as of June 30, 2020, 4,559,040 shares of restricted stock outstanding which are milestone-based and vest upon certain corporate milestones.

Outstanding at September 30, 2020

Total expense associated with restricted stock grants was approximately $ 27.5 million and $ 1.3 million during the three months ended September 30, 2020 and 2019, respectively, and $ 41.6 million and $ 3.4 million during the nine months ended September 30, 2020 and 2019, respectively.

As of September 30, 2020, there was approximately $ 55.0 million of total unrecognized compensation cost related to unvested time-based restricted stock, which is expected to be recognized over a weighted-average period of 1.0 year.

This amount does not include, as of September 30, 2020, 2,860,511 shares of restricted stock outstanding which are milestone-based and vest upon certain corporate milestones.

Until the measurement date is reached for milestone awards, the total amount of compensation expense remains uncertain.

1 unchanged sentence

Stock-Based Compensation

The following table summarizes stock-based compensation expense information about restricted stock and stock options for the three and six months ended June 30, 2020:

Three months and Six months ended

The following table summarizes stock-based compensation expense information about restricted stock and stock options for the three and nine months ended September 30, 2020:

Three months and Nine months ended

September 30,

(in thousands)

1 unchanged sentence

Stock-based compensation expense associated with option grants

The following table summarizes warrant activity for the six months ended June 30, 2020:

The following table summarizes warrant activity for the nine months ended September 30, 2020:

average exercise

1 unchanged sentence

Outstanding at December 31, 2019

Outstanding at June 30, 2020

There was no stock compensation expense related to warrants during the six months ended June 30, 2020 and 2019.

Outstanding at September 30, 2020

There was no stock compensation expense related to warrants during the nine months ended September 30, 2020 and 2019.

NOTE 6 OTHER LIABILITIES

1 unchanged sentence

(in thousands)

June 30, 2020

September 30, 2020

December 31, 2019

5 unchanged sentences

Interest accrues monthly, is added to principal on an annual basis, every March 8, and is payable at maturity, which was March 8, 2015 (see Note 4 for further details).

The cumulative liability including accrued and unpaid interest of these notes was approximately $ 19.8 million at June 30, 2020 and $ 19.3 million at December 31, 2019.

No payments have been made on the 5 % Notes as of June 30, 2020.

The cumulative liability including accrued and unpaid interest of these notes was approximately $ 20.0 million at September 30, 2020 and $ 19.3 million at December 31, 2019.

No payments have been made on the 5 % Notes as of September 30, 2020.

In December 2011, we elected the fair value option for valuing the 5 % Notes.

3 unchanged sentences

As part of this agreement, the contract manufacturer agreed to defer payment of certain costs and expenses under the agreement in exchange for the payment of an administrative fee.

We have incurred expenses related to this agreement of approximately $ 51.8 million as of June 30, 2020, which include service fees, raw material costs and administrative fees.

Payments of $ 27.0 million have been made to the contract manufacturer as of June 30, 2020.

Accordingly, as of June 30, 2020, $ 24.8 million is included in other current liabilities in the Company’s unaudited condensed consolidated balance sheet.

As of June 30, 2020, there are no long-term liabilities in the Company’s unaudited condensed consolidated balance sheet related to this agreement.

We have incurred expenses related to this agreement of approximately $ 53.4 million as of September 30, 2020, which include service fees, raw material costs and administrative fees.

Payments of $ 33.2 million have been made to the contract manufacturer as of September 30, 2020.

Accordingly, as of September 30, 2020, $ 19.4 million is included in other current liabilities in the Company’s unaudited condensed consolidated balance sheet.

As of September 30, 2020, there are no long-term liabilities in the Company’s unaudited condensed consolidated balance sheet related to this agreement.

We will incur an administrative fee of six percent ( 6 %) per year starting from the date of invoice issuance.

For the six months ended June 30, 2020, we have accrued $ 2.2 million in administrative fees in connection with these costs, which has been included in interest expense in the Company’s unaudited condensed consolidated statements of operations.

For the nine months ended September 30, 2020, we have accrued $ 2.6 million in administrative fees in connection with these costs, which has been included in interest expense in the Company’s unaudited condensed consolidated statements of operations.

NOTE 7 LONG-TERM DEBT

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The Term Loan is secured by a lien on substantially all of our assets, other than intellectual property, and contains customary covenants and representations, including a liquidity covenant, financial reporting covenant and limitations on dividends, indebtedness, collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, deposit accounts, and subsidiaries.

As of June 30, 2020 and through the filing date of this report, the Company has been in compliance with all covenants.

As of September 30, 2020 and through the filing date of this report, the Company has been in compliance with all covenants.

The events of default under the Loan Agreement include, without limitation, and subject to customary grace periods, (1) our failure to make any payments of principal or interest under the Loan Agreement, promissory notes or other loan documents, (2) our breach or default in the performance of any covenant under the Loan Agreement, (3) the occurrence of a material adverse effect, (4) a false or misleading representation or warranty in any material respect, (5) our insolvency or bankruptcy, (6) certain attachments or judgments on our assets, or (7) the occurrence of any material default under certain agreements or obligations involving indebtedness in excess of $ 750,000 .

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

Amortization of debt issuance costs was $ 0.2 million and $ 0.5 million for the three and six months ended June 30, 2020, respectively.

At June 30, 2020, the remaining unamortized balance of debt issuance costs was $ 1.5 million.

Long-term debt as of June 30, 2020 is as follows:

Amortization of debt issuance costs was $ 0.2 million and $ 0.7 million for the three and nine months ended September 30, 2020, respectively.

At September 30, 2020, the remaining unamortized balance of debt issuance costs was $ 1.3 million.

Long-term debt as of September 30, 2020 is as follows:

September 30,

(in thousands)

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We and FBIO currently determine actual office space utilization annually and if our utilization differs from the amount we have been billed, we will either receive credits or be assessed incremental utilization charges.

As of June 30, 2020, the allocation rate is 61 % and will be evaluated again in August 2020 for the following rent year.

As of September 30, 2020, the allocation rate is 65 % and will be evaluated again in August 2021 for the following rent year.

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.

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We took possession of this space in October 2019, with rental payments beginning in November 2019.

We incurred rent expense of $ 0.2 million for the six months ended June 30, 2020.

The present values of our lease liability and corresponding ROU asset are $ 11.6 million and $ 9.1 million, respectively, as of June 30, 2020.

We incurred rent expense of $ 0.2 million for the nine months ended September 30, 2020.

The present values of our lease liability and corresponding ROU asset are $ 11.4 million and $ 9.0 million, respectively, as of September 30, 2020.

Our leases have remaining lease terms of less than 1 year to 11 years.

One lease has a renewal option to extend the lease for an additional term of 1 year.

The following components of lease expense are included in the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2020:

The following components of lease expense are included in the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2020:

September 30,

(in thousands)

1 unchanged sentence

Net lease cost

As of June 30, 2020, the weighted-average remaining operating lease term was 8.0 years and the weighted-average discount rate for operating leases was 10.25 %.

Cash paid for amounts included in the measurement of operating lease liabilities during the six months ended June 30, 2020 was $ 2.4 million.

As of September 30, 2020, the weighted-average remaining operating lease term was 7.8 years and the weighted-average discount rate for operating leases was 10.25 %.

Cash paid for amounts included in the measurement of operating lease liabilities during the nine months ended September 30, 2020 was $ 1.4 million.

The balance sheet classification of lease liabilities was as follows:

September 30,

(in thousands)

2 unchanged sentences

Total lease liability

As of June 30, 2020, the maturities of lease liabilities were as follows:

As of September 30, 2020, the maturities of lease liabilities were as follows:

(in thousands)

10 unchanged sentences

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 $ 38,000 for each of the three months ended June 30, 2020 and 2019, and approximately $ 76,000 for each of the six months ended June 30, 2020 and 2019, and, at June 30, 2020 and December 31, 2019, have deferred revenue of approximately $ 0.8 million and $ 0.9 million, respectively, associated with this $ 2 million payment (approximately $ 152,000 of which has been classified in current liabilities at June 30, 2020 and December 31, 2019).

We recorded license revenue of approximately $ 38,000 for each of the three months ended September 30, 2020 and 2019, and approximately $ 114,000 for each of the nine months ended September 30, 2020 and 2019, and at September 30, 2020 and December 31, 2019, have deferred revenue of approximately $ 0.8 million and $ 0.9 million, respectively, associated with this $ 2 million payment (approximately $ 152,000 of which has been classified in current liabilities at September 30, 2020 and December 31, 2019).

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.

TGR-1202 (Umbralisib)

In September 2014, we exercised our option to license the global rights to umbralisib, thereby entering into an exclusive licensing agreement (the “Umbralisib License”) with Rhizen Pharmaceuticals, SA (“Rhizen”) for the development and commercialization of umbralisib.

Prior to this, we had been jointly developing umbralisib in a 50:50 joint venture with Rhizen.

During the three months ended September 30, 2020, we paid Rhizen $ 12.0 million as part of a milestone in accordance with the terms of the Umbralisib License.

Rhizen will be eligible to receive additional approval and sales-based milestone payments in the aggregate of approximately $ 165 million payable upon approval in multiple jurisdictions for up to two oncology indications and one non-oncology indication and attaining certain sales milestones.

In addition, if umbralisib is co-formulated with another drug to create a new product (a "New Product"), Rhizen will be eligible to receive similar regulatory approval and sales-based milestone payments for such New Product.

Additionally, Rhizen will be entitled to tiered royalties that escalate from high single digits to low double digits on our future net sales of umbralisib and any New Product.

Rhizen will also be eligible to participate in sublicensing revenue, if any, based on a percentage that decreases as a function of the number of patients treated in clinical trials following the exercise of the license option.

Rhizen will retain global manufacturing rights to umbralisib, provided that they are price competitive with alternative manufacturers.

The license will terminate on a country by country basis upon the expiration of the last licensed patent right or any other exclusivity right in such country, unless the agreement is earlier terminated (i) by us for any reason, (ii) by either party due to a breach of the agreement.

PDL1 (Cosibelimab)

1 unchanged sentence

(“Checkpoint”) for the development and commercialization of anti-PD-L1 and anti-GITR antibody research programs in the field of hematological malignancies.

The Collaboration Agreement was amended in June 2019 and in March of 2020 achieved the first Milestone event for which we incurred expenses of zero and approximately $0.9 million for the three and six months ended June 30, 2020.

The Collaboration Agreement was amended in June 2019 and in March of 2020 achieved the first Milestone event for which we incurred expenses of zero and approximately $ 0.9 million for the three and nine months ended September 30, 2020.

In May 2016, as part of a broader agreement with Jubilant Biosys (“Jubilant”), we entered into a sub-license agreement (“JBET Agreement”) with Checkpoint (see Note 10), for the development and commercialization of Jubilant’s novel BET inhibitor program in the field of hematological malignancies.

4 unchanged sentences

Pursuant to the agreement, in April 2018, we paid Hengrui an upfront fee of $ 1.0 million in our common stock recorded to noncash stock expense associated with in-licensing agreements in our condensed consolidated statement of operations.

In addition, in July 2019, we paid Hengrui the first milestone of $ 0.1 million in our common stock recorded to noncash stock expense associated with in-licensing agreements in our consolidated statement of operations.

In July 2019, we paid Hengrui the first milestone of $ 0.1 million in our common stock recorded to noncash stock expense associated with in-licensing agreements in our consolidated statement of operations.

During the three months ended September 30, 2020, we paid Hengrui $ 2.0 million as part of a milestone in accordance with the license agreement.

Hengrui is eligible to receive milestone payments totaling approximately $ 350 million upon and subject to the achievement of certain milestones.

1 unchanged sentence

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

We incurred expenses of approximately $ 0.9 million and $ 0.5 million for the three months ended June 30, 2020 and 2019, respectively, and, $ 1.8 million and $ 0.5 million for the six months ended June 30, 2020 and 2019, respectively, the majority of which relates to manufacturing expenses of BTK.

We incurred expenses of approximately $ 0.3 million and $ 0.6 million for the three months ended September 30, 2020 and 2019, respectively, and $ 2.1 million and $ 0.6 million for

the nine months ended September 30, 2020 and 2019, respectively, the majority of which relates to manufacturing expenses of BTK.

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

17 unchanged sentences

As of June 30, 2020, the allocation rate is 61 % and will be evaluated again in August 2020 for the following rent year.

As of September 30, 2020, the allocation rate is 65 % and will be evaluated again in August 2021 for the following rent year.

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.

2 unchanged sentences

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 $ 0.4 million for shared services for each of the six months ended June 30, 2020 and 2019, and expenses of approximately $ 0.2 million for each of the three months ended June 30, 2020 and 2019, primarily related to shared personnel.

In connection with the Shared Services Agreement, we incurred expenses of approximately $ 0.6 million for shared services for each of the nine months ended September 30, 2020 and 2019, and expenses of approximately $ 0.2 million for each of the three months ended September 30, 2020 and 2019, primarily related to shared personnel.

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

The Collaboration Agreement was amended in June 2019 and upon execution of the amendment we incurred an upfront fee of $ 1.0 million.

We incurred expenses of approximately $ 1.0 million and $ 1.4 million for the six months ended June 30, 2020 and 2019, respectively, and expenses of approximately $ 0.04 million and $ 1.1 million for the three months ended June 30, 2020 and 2019.

We incurred expenses of approximately $ 1.0 million and $ 4.0 million for the nine months ended September 30, 2020 and 2019, respectively, and expenses of approximately $ 30,000 and $ 2.7 million for the three months ended September 30, 2020 and 2019, respectively.

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

What changed 10-Q

Item 1. Financial Statements