TG THERAPEUTICS, INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures. As of December 31, 2022, 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 (the 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 and Chief Financial Officers concluded that, as of December 31, 2022, 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, 2022. 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, 2022, 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, 2022 was audited by KPMG LLP, our independent registered public accounting firm, as stated in their report. Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting during the quarter ended December 31, 2022 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. ITEM 9B. OTHER INFORMATION. None. 77 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 2023 Annual Meeting of Stockholders. ITEM 11. EXECUTIVE COMPENSATION. The information required by this Item is incorporated herein by reference from our Proxy Statement for our 2023 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 2023 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 2023 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 2023 Annual Meeting of Stockholders. ​ 78 Table of Contents PART IV ITEM 15. EXHIBITS and FINANCIAL STATEMENT SCHEDULES. 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) (CohnReznick LLP, New York, NY, Audit Firm ID: 596) ​ F-1 ​ ​ ​ Consolidated Balance Sheets as of December 31, 2022 and 202 1 ​ F-5 ​ ​ ​ Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 ​ F-6 ​ ​ ​ Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2022, 2021 and 2020 ​ F-7 ​ ​ ​ Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 ​ F-8 ​ ​ ​ Notes to Consolidated Financial Statements ​ F-9 ​ 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 ​ ​ ​ 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 ​ 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 ​ Stockholder Protection Rights Agreement, dated July 18, 2014 between TG Therapeutics, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on July 21, 2014). ​ ​ ​ 4.3 ​ 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). ​ 79 Table of Contents 10.1 ​ Employment Agreement, effective December 29, 2011, between the Registrant and Michael Weiss (incorporated by reference to Exhibit 10.30 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2011). † ​ ​ ​ 10.2 ​ Restricted Stock Subscription Agreement, effective December 29, 2011, between the Registrant and Michael Weiss (incorporated by reference to Exhibit 10.31 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2011). † ​ ​ ​ 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 the Registrant and Sean Power (incorporated by reference to Exhibit 10.32 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2011). † ​ ​ ​ 10.6 ​ Restricted Stock Subscription Agreement, effective December 29, 2011 between the Registrant and Sean Power (incorporated by reference to Exhibit 10.33 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2011). † ​ ​ ​ 10.7 ​ 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 the Registrant, GTC Biotherapeutics, Inc., LFB Biotechnologies S.A.S. and LFB/GTC LLC (incorporated by reference to Exhibit 10.35 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2011). * ​ ​ ​ 10.10 ​ Sublicense Agreement between TG Therapeutics, Inc. and Ildong Pharmaceutical Co. Ltd., dated November 13, 2012 (incorporated by reference to Exhibit 10.37 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2012). * ​ ​ ​ 10.11 ​ License Agreement between TG Therapeutics, Inc. and Ligand Pharmaceuticals Incorporated, dated June 23, 2014 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2014).* ​ ​ ​ 10.12 ​ License Agreement between TG Therapeutics, Inc. and Rhizen Pharmaceuticals SA, dated September 22, 2014 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 20, 2015). * ​ ​ ​ 10.13 ​ Collaboration Agreement between TG Therapeutics, Inc. and Checkpoint Therapeutics, Inc., dated March 3, 2015 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended March 31, 2015). * ​ ​ ​ 10.14 ​ Sublicense Agreement between TG Therapeutics, Inc. and Checkpoint Therapeutics, Inc., dated May 27, 2016, (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2016). * ​ ​ ​ 10.15 ​ Amendment to Employment Agreement, effective January 1, 2017, 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 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). * ​ ​ ​ 80 Table of Contents 10.18 ​ Master Services Agreement 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). * ​ ​ ​ 10.19 ​ Loan and Security Agreement, dated February 28, 2019, by and among TG Therapeutics, Inc., TG Biologics, Inc. and Hercules Capital, Inc. (incorporated by reference to the Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 5, 2019). ​ ​ ​ 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). † ​ ​ ​ 10.24 ​ Amended and Restated Loan and Security Agreement, dated December 30, 2021, by and among TG Therapeutics, Inc., TG Biologics, Inc. and Hercules Capital, Inc. (incorporated by reference to Exhibit 10.28 to the Registrant’s Form 10-K for the year ended December 31, 2021). ​ ​ ​ 10.25 ​ Warrant Agreement, dated December 30, 2021, by and between TG Therapeutics, Inc. and Hercules Capital Inc. (incorporated by reference to Exhibit 10.29 to the Registrant’s Form 10-K for the year ended December 31, 2021). ​ ​ ​ 10.26 ​ Warrant Agreement, dated December 30, 2021, by and between TG Therapeutics, Inc. and Hercules Private Credit Fund I L.P. ​ ​ (incorporated by reference to Exhibit 10.30 to the Registrant’s Form 10-K for the year ended December 31, 2021). ​ 10.27 ​ Warrant Agreement, dated December 30, 2021, by and between TG Therapeutics, Inc. and Hercules Private Global Venture Growth Fund I L.P. (incorporated by reference to Exhibit 10.31 to the Registrant’s Form 10-K for the year ended December 31, 2021). ​ ​ ​ 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). † ​ ​ ​ 21.1 ​ Subsidiaries of TG Therapeutics, Inc. # ​ ​ ​ 23.1 ​ Consent of Independent Registered Public Accounting Firm (KPMG, LLP). # ​ ​ ​ 23.2 ​ Consent of Independent Registered Public Accounting Firm (CohnReznick 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. # ​ ​ ​ 81 Table of Contents 101 ​ The following financial information from TG Therapeutics, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, 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 the Inline XBRL document). # 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) (CohnReznick LLP, New York, NY, Audit Firm ID: 596) ​ F-1 ​ ​ ​ Consolidated Balance Sheets as of December 31, 2022 and 202 1 ​ F-5 ​ ​ ​ Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 ​ F-6 ​ ​ ​ Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2022, 2021 and 2020 ​ F-7 ​ ​ ​ Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 ​ F-8 ​ ​ ​ Notes to Consolidated Financial Statements ​ F-9 ​ ​ ​ 82 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, 2022 and 2021, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, 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, 2022, 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 1, 2023 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 Liquidity and capital resources As discussed in Note 1 to the consolidated financial statements, the Company's sources of cash have primarily been proceeds from private placement and public offering of equity securities, and from its loan and security agreements. The Company has incurred operating losses since inception. The Company’s ability to achieve profitability depends on its ability to generate revenue and many other internal and external factors. The Company may continue to incur substantial operating losses even if the Company begins to generate revenue from its drug candidates. The Company believes that its cash and cash equivalents, investment securities, capital contractually available under its existing Amended Loan Agreement, and forecasted revenue will provide the Company with sufficient liquidity for more than a twelve-month period from the date the consolidated financial statements are issued. As of December 31, 2022, the Company had $174.1 million in cash and cash equivalents, and investment securities, and $45.0 million of capital available under its Amended Loan Agreement. We identified the evaluation of the Company’s assessment of its liquidity and capital resources and related disclosures as a critical audit matter. Significant auditor judgment was required to evaluate the forecasted revenue used in the Company’s forecasted cash flows analysis for the twelve-month period subsequent to issuance of the consolidated financial statements. 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 related to the Company’s assessment of its ability to continue as a going concern, including the development of the forecasted revenue over the twelve-month period following the date the consolidated financial statements are issued. To assess the Company’s ability to forecast revenue, we compared the Company's forecasted revenue with available external industry data and other internal information. We performed sensitivity analyses over the Company’s going concern assessment by evaluating the effect of changes to the forecasted revenue. We evaluated the reasonableness of the Company’s forecasted revenue by comparing it to management’s stated plans which were corroborated by meeting minutes of the Board of Directors. We assessed the Company’s disclosures related to its going concern assessment by comparing the disclosures to the audit evidence obtained. /s/ KPMG LLP We have served as the Company’s auditor since 2021. New York, New York March 1, 2023 ​ ​ 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, 2022, 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, 2022, 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, 2022 and 2021, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated March 1, 2023 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 1, 2023 F-3 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders TG Therapeutics, Inc. ​ Opinion on th e Consolidated Financial Statements We have audited the accompanying consolidated statements of operations, stockholders’ equity and cash flows of TG Therapeutics, Inc. (the “Company”) for the period ended December 31, 2020, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit 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 audit 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 audit provides a reasonable basis for our opinion. ​ Critical Audit Matter Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. ​ ​ ​ /s/ CohnReznick LLP ​ We served as the Company’s auditor from 2003 to 2020. ​ ​ New York, New York ​ ​ March 1, 2021 ​ ​ ​ ​ ​ ​ F-4 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, ​ 2022 2021 ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 102,304 ​ $ 298,887 Short-term investment securities ​ 59,374 ​ 15,876 Accounts receivable, net ​ ​ — ​ 1,389 Prepaid research and development ​ 4,237 ​ 11,929 Other current assets ​ 2,359 ​ 2,884 Total current assets ​ 168,274 ​ 330,965 Restricted cash ​ 1,273 ​ 1,264 Long-term investment securities ​ ​ 12,404 ​ ​ 35,533 Right of use assets ​ ​ 8,888 ​ ​ 8,629 Leasehold interest, net ​ 1,627 ​ 1,839 Equipment, net ​ 307 ​ 600 Goodwill ​ 799 ​ 799 Total assets ​ $ 193,572 ​ $ 379,629 ​ ​ ​ Liabilities and stockholders’ equity ​ ​ Current liabilities: ​ ​ Accounts payable and accrued expenses ​ $ 42,019 ​ $ 51,294 Other current liabilities ​ ​ 1,169 ​ ​ 1,512 Loan payable – current portion ​ ​ — ​ ​ 975 Lease liability – current portion ​ ​ 1,581 ​ ​ 1,437 Accrued compensation ​ 8,432 ​ 10,166 Total current liabilities ​ 53,201 ​ 65,384 Deferred revenue, net of current portion ​ 305 ​ 457 Loan payable – non-current ​ ​ 71,135 ​ ​ 66,788 Lease liability – non-current ​ ​ 10,344 ​ ​ 9,847 Total liabilities ​ 134,985 ​ 142,476 Commitments and contingencies ​ ​ Stockholders’ equity: ​ ​ Common stock, $ 0.001 par value per share ( 175,000,000 shares authorized, 146,426,697 and 143,292,043 shares issued, 146,385,388 and 143,250,734 shares outstanding at December 31, 2022 and December 31, 2021, respectively) ​ 146 ​ 143 Additional paid-in capital ​ 1,585,708 ​ 1,565,942 Treasury stock, at cost, 41,309 shares at December 31, 2022 and December 31, 2021 ​ ( 234 ) ​ ( 234 ) Accumulated deficit ​ ( 1,527,033 ) ​ ( 1,328,698 ) Total stockholders’ equity ​ 58,587 ​ 237,153 Total liabilities and stockholders’ equity ​ $ 193,572 ​ $ 379,629 ​ 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 Operations for the Years Ended December 31 (in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 2020 Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ Product revenue, net ​ ​ 2,633 ​ ​ 6,537 ​ ​ — License revenue ​ $ 152 ​ $ 152 ​ $ 152 Total revenue ​ ​ 2,785 ​ ​ 6,689 ​ ​ 152 ​ ​ ​ ​ Costs and expenses: ​ ​ ​ Cost of product revenue ​ ​ 265 ​ ​ 790 ​ ​ — Research and development: ​ ​ ​ Noncash compensation ​ 13,224 ​ 24,047 ​ 13,962 Other research and development ​ 112,128 ​ 198,532 ​ 151,934 Total research and development ​ 125,352 ​ 222,579 ​ 165,896 ​ ​ ​ ​ ​ ​ Selling, general and administrative: ​ ​ ​ ​ ​ Noncash compensation ​ 5,961 ​ 37,227 ​ 66,327 Other selling, general and administrative ​ 64,046 ​ 90,863 ​ 41,523 Total selling, general and administrative ​ 70,007 ​ 128,090 ​ 107,850 ​ ​ ​ ​ ​ ​ Total costs and expenses ​ 195,624 ​ 351,459 ​ 273,746 ​ ​ ​ ​ Operating loss ​ ( 192,839 ) ​ ( 344,770 ) ​ ( 273,594 ) ​ ​ ​ ​ Other expense (income): ​ ​ ​ Interest expense ​ 10,191 ​ 5,638 ​ 6,329 Other income ​ ( 4,695 ) ​ ( 2,307 ) ​ ( 542 ) Total other expense (income), net ​ 5,496 ​ 3,331 ​ 5,787 ​ ​ ​ ​ Net loss ​ $ ( 198,335 ) ​ $ ( 348,101 ) ​ $ ( 279,381 ) ​ ​ ​ ​ Basic and diluted net loss per common share ​ $ ( 1.46 ) ​ $ ( 2.63 ) ​ $ ( 2.42 ) ​ ​ ​ ​ Weighted-average shares used in computing basic and diluted net loss per common share ​ 135,411,258 ​ 132,222,753 ​ 115,333,693 ​ 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 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, 2020 109,425,243 ​ $ 109 ​ $ 739,956 ​ 41,309 ​ $ ( 234 ) ​ $ ( 701,216 ) ​ $ 38,615 Issuance of common stock in connection with exercise of options ​ 35,814 ​ ​ * ​ ​ 146 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 146 Issuance of restricted stock 4,909,829 ​ 5 ​ ( 5 ) ​ — ​ — ​ — ​ — Forfeiture of restricted stock ( 128,666 ) ​ * ​ * ​ — ​ — ​ — ​ — Issuance of common stock in offerings (net of offering costs of $ 29.9 million) 17,043,000 ​ 17 ​ 462,212 ​ — ​ — ​ — ​ 462,229 Issuance of common stock in At-the-Market offerings (net of offering costs of $ 4.0 million) 9,332,386 ​ 10 ​ 217,442 ​ — ​ — ​ — ​ 217,452 Compensation in respect of restricted stock granted to employees, directors and consultants ​ — ​ ​ — ​ ​ 80,289 ​ — ​ ​ — ​ ​ — ​ ​ 80,289 Net loss — ​ — ​ — ​ — ​ — ​ ( 279,381 ) ​ ( 279,381 ) Balance at December 31, 2020 140,617,606 ​ ​ 141 ​ ​ 1,500,040 ​ 41,309 ​ ​ ( 234 ) ​ ​ ( 980,597 ) ​ ​ 519,350 Issuance of common stock in connection with exercise of options ​ 52,694 ​ ​ * ​ ​ 216 ​ — ​ ​ — ​ ​ — ​ ​ 216 Issuance of restricted stock 2,738,974 ​ 2 ​ ( 2 ) ​ — ​ — ​ — ​ — Warrants issued with debt financing ​ — ​ ​ — ​ ​ 2,195 ​ — ​ ​ — ​ ​ — ​ ​ 2,195 Forfeiture of restricted stock ​ ( 189,231 ) ​ ​ * ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — Offering Costs Paid ​ — ​ ​ — ​ ​ ( 204 ) ​ — ​ ​ — ​ ​ — ​ ​ ( 204 ) Issuance of common stock in At-the-Market offerings (net of offering costs of $ 0.1 million) 72,000 ​ * ​ 2,423 ​ — ​ — ​ — ​ 2,423 Compensation in respect of restricted stock granted to employees, directors and consultants — ​ — ​ 61,274 ​ — ​ — ​ — ​ 61,274 Net loss — ​ — ​ — ​ — ​ — ​ ( 348,101 ) ​ ( 348,101 ) Balance at December 31, 2021 143,292,043 ​ ​ 143 ​ ​ 1,565,942 ​ 41,309 ​ ​ ( 234 ) ​ ​ ( 1,328,698 ) ​ ​ 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 — ​ ​ — ​ ​ 19,185 ​ — ​ ​ — ​ ​ — ​ ​ 19,185 Net loss — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 198,335 ) ​ ​ ( 198,335 ) Balance at December 31, 2022 146,426,697 ​ $ 146 ​ $ 1,585,708 ​ 41,309 ​ $ ( 234 ) ​ $ ( 1,527,033 ) ​ $ 58,587 * Amount less than one thousand dollars. The accompanying notes are an integral part of the consolidated financial statements. ​ F-7 Table of Contents TG Therapeutics, Inc. and Subsidiaries Consolidated Statements of Cash Flows for the Years Ended December 31 (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES ​ ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 198,335 ) ​ $ ( 348,101 ) ​ $ ( 279,381 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ ​ Noncash stock compensation expense ​ 19,185 ​ 61,274 ​ 80,289 Depreciation and amortization ​ 303 ​ 282 ​ 158 Amortization of premium (discount) on investment securities ​ ( 331 ) ​ 517 ​ ( 30 ) Amortization of debt issuance costs ​ ​ 1,844 ​ ​ 1,080 ​ ​ 925 Amortization of leasehold interest ​ ​ 212 ​ ​ 212 ​ ​ 216 Noncash change in lease liability and right of use asset ​ ​ 2,715 ​ ​ 1,896 ​ ​ 2,325 Change in fair value of notes payable ​ ( 116 ) ​ ( 578 ) ​ 748 Changes in assets and liabilities: ​ ​ ​ ​ ​ ​ Decrease (increase) in other current assets ​ ​ 8,181 ​ ​ ( 8,508 ) ​ ​ 2,257 Decrease (increase) in accounts receivable ​ ​ 1,389 ​ ​ ( 1,389 ) ​ ​ — (Decrease) increase in accounts payable and accrued expenses ​ ( 11,010 ) ​ 15,991 ​ 11,631 Decrease in lease liabilities ​ ​ ( 2,332 ) ​ ​ ( 2,012 ) ​ ​ ( 1,988 ) Increase (decrease) in other current liabilities ​ 2,277 ​ ( 16,146 ) ​ ( 31,505 ) Decrease in deferred revenue ​ ( 152 ) ​ ( 152 ) ​ ( 152 ) Net cash used in operating activities ​ ( 176,170 ) ​ ( 295,634 ) ​ ( 214,507 ) ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES ​ ​ ​ Proceeds from maturity of short-term securities ​ 87,275 ​ 55,600 ​ 43,250 Investment in held-to-maturity securities ​ ( 107,274 ) ​ ( 55,531 ) ​ ( 67,403 ) Purchases of PPE ​ ( 14 ) ​ ( 401 ) ​ ( 357 ) Net cash used in investing activities ​ ( 20,013 ) ​ ( 332 ) ​ ( 24,510 ) ​ ​ ​ ​ CASH FLOWS FROM FINANCING ACTIVITIES ​ ​ ​ Payment of loan payable ​ ​ ( 975 ) ​ ​ ( 30,000 ) ​ ​ — Proceeds from sale of common stock, net ​ ​ — ​ ​ 2,219 ​ ​ 679,680 Proceeds from exercise of options ​ ​ 584 ​ ​ 216 ​ ​ 147 Proceeds from debt financings ​ ​ — ​ ​ 70,000 ​ ​ — Offering costs paid ​ — ​ ( 1,016 ) ​ — Net cash (used in) provided by financing activities ​ ( 391 ) ​ 41,419 ​ 679,827 ​ ​ ​ ​ NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ​ ( 196,574 ) ​ ( 254,547 ) ​ 440,810 ​ ​ ​ ​ CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD ​ 300,151 ​ 554,698 ​ 113,888 ​ ​ ​ ​ CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD ​ $ 103,577 ​ $ 300,151 ​ $ 554,698 ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation to amounts on condensed consolidated balance sheets: ​ ​ ​ Cash and cash equivalents ​ $ 102,304 ​ $ 298,887 ​ $ 553,439 Restricted cash ​ 1,273 ​ 1,264 ​ 1,259 Total cash, cash equivalents and restricted cash ​ $ 103,577 ​ $ 300,151 ​ $ 554,698 ​ ​ ​ ​ Cash paid for: ​ ​ ​ Interest ​ $ 5,445 ​ $ 3,466 ​ $ 4,501 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of the consolidated financial statements. ​ F-8 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 diseases. In addition to a research pipeline including several investigational medicines, TG has received approval from the U.S. Food and Drug Administration (FDA) for BRIUMVI™ (ublituximab-xiiy) for the treatment of adult patients with relapsing forms of multiple sclerosis (RMS), to include clinically isolated syndrome, relapsing-remitting disease, and active secondary progressive disease, in adults. We also actively evaluate complementary products, technologies and companies for in-licensing, partnership, acquisition and/or investment opportunities. ​ LIQUIDITY AND CAPITAL RESOURCES We have incurred operating losses since our inception, and expect to continue to incur operating losses for the foreseeable future and may never become profitable. As of December 31, 2022, we have an accumulated deficit of $1.5 billion. Our major sources of cash have been proceeds from private placement and public offering of equity securities, and from our loan and security agreements executed with Hercules Capital, Inc. (Hercules) (see Note 6 for more information). Since inception, we have incurred significant operating losses. Substantially all our operating losses have resulted from costs incurred in connection with our research and development programs and from selling, general and administrative costs associated with our operations, including our commercialization activities. As of December 31, 2022, we had not yet generated revenue from drug sales of BRIUMVI. BRIUMVI first became commercially available in the United States in January of 2023. Even with the commercialization of BRIUMVI and the future commercialization of our other drug candidates, we may not become profitable. Our ability to achieve profitability depends on our ability to generate revenue and many other factors, including our ability to obtain regulatory approval for our drug candidates; successfully complete any post-approval regulatory obligations; and successfully commercialize our drug candidates alone or in partnership. We may continue to incur substantial operating losses even if we begin to generate revenues from our drug candidates. As of December 31, 2022, we had $ 174.1 million in cash and cash equivalents, and investment securities. We anticipate that our cash, cash equivalents, and investment securities as of December 31, 2022, capital contractually available under our existing Amended Loan Agreement, and forecasted revenue, 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 BRIUMVI commercialization efforts, preparations for the potential commercialization of our other drug candidates, and the timing, design and conduct of clinical trials for our drug candidates. We are 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 an effect on the Company’s financial statements. F-9 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, 2022 and 2021, 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, 2022 and 2021 consist of short-term and long-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. 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 the entity expects 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-10 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, 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 and statutory requirements, specific known market events and trends, industry data, and forecasted customer buying and payment patterns. 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 and Administrative Fees: 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. As part of the Company's contractual commitments to sell product to qualified healthcare providers, the Company pays fees for administrative services, such as account management and data reporting. 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. GPO and Payor Rebates: The Company contracts with various private payor organizations and group purchasing organizations (GPO), primarily insurance companies, pharmacy benefit managers and clinics, for the payment of rebates with respect to utilization of our product. 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. 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. 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 UKONIQ 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-11 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements As of December 31, 2022, the Company has received $ 0.6 million in returns as a result of the market withdrawal of UKONIQ. ​ Co-Payment Assistance Programs: Co-payment assistance is provided to qualified patients, 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. 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, 2022, due to the product withdrawal in April of 2022, there are no outstanding net receivables from customers. COST OF PRODUCT REVENUE Cost of product revenue consists primarily of materials and third-party manufacturing costs, as well as freight and royalties owed to our licensing partner for UKONIQ sales. Based on our policy to expense costs associated with the manufacture of our products prior to regulatory approval, the manufacturing costs of UKONIQ units recognized as revenue during the year ended December 31, 2022 were expensed prior to receipt of FDA approval on February 5, 2021, and therefore are not included in costs of product revenue during the current period. INVENTORY 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. Inventories are stated at the lower of cost or estimated net realizable value with cost based on the first-in-first-out method. 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 UKONIQ, all manufacturing and other potential costs related to the commercial launch of UKONIQ 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. Prepaid research and development in our consolidated balance sheets includes, among other things, costs related to agreements with CROs, certain costs to third-party service providers related to development and manufacturing services as well as clinical development. These agreements often require payments in advance of services performed or goods received. Accordingly, as of December 31, 2022 and December 31, 2021, we recorded approximately $ 4.2 million and $ 11.9 million, respectively, in prepaid research and development related to such advance agreements. 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 8 for further information on impact of tax reform. The Coronavirus Aid, Relief, and Economic Security Act of 2020 (CARES Act) was enacted on March 27, 2020 in response to the economic fallout of the COVID-19 pandemic in the United States. There are several provisions of the CARES Act that were considered in the December 31, 2022 year-end tax provision. However, the Company chose not to utilize any provisions or participate in certain programs due to lack of a benefit to the Company. STOCK-BASED COMPENSATION The Company measures employee and non-employee stock-based compensation based on the grant date fair value of the stock-based compensation award. The Company grants stock options at exercise prices equal to the fair value of the Company’s common stock on the date of grant, based on observable market prices. The Company uses the Black-Scholes option-pricing model to measure the fair value of stock option awards. We recognize all stock-based payments to employees and non-employee directors (as compensation for service) as noncash compensation expense in the consolidated financial statements. Stock-based compensation expense recognized each period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest during the period. Forfeitures are recognized as they occur. In addition, because some of the options, restricted stock and warrants issued to employees, consultants and other third parties vest upon achievement of certain milestones, the total expense is uncertain. Compensation expense for such awards that vest upon the achievement of milestones is recognized when the achievement of such milestones occurs. F-13 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements BASIC AND DILUTED NET LOSS PER COMMON SHARE Basic net loss per share of our common stock is calculated by dividing net loss applicable to the common stock by the weighted-average number of our common stock outstanding for the period. 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 amounts of potentially dilutive securities excluded from the calculation were 12,650,658 , 13,280,608 and 11,976,276 at December 31, 2022, 2021 and 2020, respectively. During the years ended December 31, 2022, 2021 and 2020, the Company incurred a net loss; therefore, all of the securities are antidilutive and excluded from the computation of diluted loss per share. The following table summarizes our potentially dilutive securities at December 31, 2022, 2021 and 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 2020 Unvested restricted stock 7,232,254 10,532,029 9,285,020 Options 5,135,685 2,467,537 2,526,166 Warrants ​ 262,100 ​ 262,100 ​ 147,058 Shares issuable upon note conversion 20,619 18,942 18,032 Total 12,650,658 13,280,608 11,976,276 ​ 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 is reviewed for impairment annually, or earlier when events arise that could indicate that an impairment exists. We test for goodwill impairment using a two-step process. The first step compares the fair value of the reporting unit with the unit’s carrying value, including goodwill. When the carrying value of the reporting unit is greater than fair value, the unit’s goodwill may be impaired, and the second step must be completed to measure the amount of the goodwill impairment charge, if any. In the second step, the implied fair value of the reporting unit’s goodwill is compared with the carrying amount of the unit’s goodwill. If the carrying amount is greater than the implied fair value, the carrying value of the goodwill must be written down to its implied fair value. We will continue to perform impairment tests annually, at December 31, and whenever events or changes in circumstances suggest that the carrying value of an asset may not be recoverable. There was no impairment to goodwill as of December 31, 2022. F-14 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements NOTE 2 - REVENUE RECOGNITION Gross-to-Net Sales Adjustments To date our only source of product revenue has been from the U.S. sales of UKONIQ, which we began shipping to our customers in February 2021. The voluntary withdrawal of UKONIQ from the U.S. market was announced on April 15, 2022. Effective May 31, 2022, UKONIQ was officially withdrawn from the market. We record our best estimate for sales discounts and allowances to which customers are likely to be entitled. The reconciliation of gross product sales to net product sales by each significant category of gross-to-net adjustments was as follows for the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) ​ Year ended ​ ​ December 31, ​ December 31, ​ ​ 2022 2021 Gross product revenue ​ $ 4,119 ​ $ 8,172 Gross-to-net adjustments: ​ ​ ​ ​ ​ ​ Chargebacks and administrative fees ​ ​ ( 367 ) ​ ​ ( 840 ) Trade discounts and allowances ​ ​ ( 182 ) ​ ​ ( 383 ) Government rebates and co-payment assistance ​ ​ ( 229 ) ​ ​ ( 372 ) Sales returns and allowances ​ ​ ( 708 ) ​ ​ ( 40 ) Total gross-to-net adjustments (1) ​ $ ( 1,486 ) ​ $ ( 1,635 ) Net product revenue ​ $ 2,633 ​ $ 6,537 ​ (1) As of December 31, 2022 and 2021, approximately $ 0.2 million and $ 0.4 million of estimated gross-to-net-accruals have been recorded as a reduction of accounts receivable, net and within accounts payable and accrued expenses on the consolidated balance sheets. ​ F-15 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements NOTE 3 – INVESTMENT SECURITIES Our investments as of December 31, 2022 and 2021 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, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ 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 2023 and December 2023) (held-to-maturity) ​ $ 59,374 ​ $ ​ ​ $ 1,053 ​ $ 58,321 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term investments: ​ ​ ​ ​ ​ Obligations of domestic governmental agencies (maturing between January 2024 and February 2024) (held-to-maturity) ​ ​ 12,404 ​ ​ ​ ​ ​ 429 ​ ​ 11,975 Total short-term and long-term investment securities ​ $ 71,778 ​ $ — ​ $ 1,482 ​ $ 70,296 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ Amortized Gross Gross ​ ​ ​ ​ cost, as ​ unrealized ​ unrealized ​ Estimated fair ​ ​ adjusted ​ holding gains ​ holding losses ​ value Short-term investments: ​ ​ ​ ​ Obligations of domestic governmental agencies (maturing between January 2022 and April 2022) (held-to-maturity) ​ $ 15,876 ​ $ — ​ $ 4 ​ $ 15,872 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term investments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Obligations of domestic governmental agencies (maturing between February 2023 and June 2023) (held-to-maturity) ​ ​ 35,533 ​ ​ ​ ​ ​ 160 ​ ​ 35,373 Total short-term and long-term investment securities ​ $ 51,409 ​ $ — ​ $ 164 ​ $ 51,245 ​ ​ ​ NOTE 4 – 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. As of December 31, 2022 and 2021, the fair values of cash and cash equivalents, restricted cash, accounts receivable, and notes and interest payable approximate their carrying value. 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-16 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements The following tables provide the fair value measurements of applicable financial liabilities as of December 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial liabilities at fair value as of December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total ​ ​ ​ ​ ​ ​ ​ ​ ​ 5 % Notes ​ $ — ​ $ — ​ $ 243 ​ $ 243 Total ​ $ — ​ $ — ​ $ 243 ​ $ 243 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial liabilities at fair value as of December 31, 2021 ​ Level 1 Level 2 Level 3 Total ​ ​ ​ ​ ​ 5 % Notes ​ $ — ​ $ — ​ $ 360 ​ $ 360 Total ​ $ — ​ $ — ​ $ 360 ​ $ 360 ​ The Level 3 amounts above represent the fair value of the 5 % Notes and related accrued interest. The Company’s financial instruments include cash, cash equivalents consisting of money market funds, accounts receivable, accounts payable and debt. 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 for the years ended December 31, 2022 and 2021: ​ ​ ​ ​ (in thousands) ​ ​ ​ Balance at January 1, 2021 $ 938 Interest accrued on face value of 5 % Notes ​ 1,023 Change in fair value of Level 3 liabilities ​ ( 1,601 ) Balance at December 31, 2021 ​ ​ 360 Interest accrued on face value of 5 % Notes ​ 1,073 Change in fair value of Level 3 liabilities ​ ( 1,190 ) Balance at December 31, 2022 ​ $ 243 ​ The change in the fair value of the Level 3 liabilities is reported in other (income) expense in the accompanying consolidated statements of operations. NOTE 5 – STOCKHOLDERS’ EQUITY Preferred Stock Our amended and restated certificate of incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock, $ 0.001 par value, with rights senior to those of our common stock, issuable in one or more series. Upon issuance, we can determine the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. Stockholder Rights Plan On July 18, 2014, we adopted a stockholder rights plan. The stockholder rights plan is embodied in the Stockholder Protection Rights Agreement dated as of July 18, 2014 (the Rights Agreement), between us and American Stock Transfer & Trust Company, LLC, as rights agent (the Rights Agent). F-17 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements Accordingly, the Board of Directors declared a distribution of one right (a “Right”) for each outstanding share of common stock, to stockholders of record at the close of business on July 28, 2014, for each share of common stock issued (including shares distributed from Treasury) by us thereafter and prior to the Separation Time (as defined in the Rights Agreement), and for certain shares of common stock issued after the Separation Time. Following the Separation Time, each Right entitles the registered holder to purchase from us one one-thousandth (1/1,000) of a share of Series A Junior Participating Preferred Stock, par value $ 0.001 per share (the Preferred Stock), at a purchase price of $ 100.00 (the Exercise Price), subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement. Each one one-thousandth of a share of Preferred Stock has substantially the same rights as one share of common stock. Subject to the terms and conditions of the Rights Agreement, Rights become exercisable ten days after the public announcement that a “Person” has become an “Acquiring Person” (as each such term is defined in the Rights Agreement). Any Rights held by an Acquiring Person are void and may not be exercised. The Rights Agreement was approved by our Board of Directors on July 18, 2014. The Rights will expire at the close of business on its ten-year anniversary, unless earlier exchanged or terminated by us. Common Stock Our amended and restated certificate of incorporation authorizes the issuance of up to 175,000,000 shares of $ 0.001 par value common stock. On September 5, 2019, we filed an automatic “shelf registration” statement on Form S-3 (the 2019 WKSI Shelf) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act, which registered an unlimited and indeterminate amount of debt or equity securities for future issuance and sale. The 2019 WKSI Shelf was declared effective in September 2019. In connection with the 2019 WKSI Shelf, we entered into an At-the-Market Issuance Sales Agreement (the 2020 ATM) with Jefferies LLC, Cantor Fitzgerald & Co. and B. Riley Securities, Inc. (each a 2020 Agent and collectively, the 2020 Agents), relating to the sale of shares of our common stock. Under the 2020 ATM, we paid the 2020 Agents a commission rate of up to 3.0 % of the gross proceeds from the sale of any shares of common stock. In November 2020, we entered into an At-the-Market Issuance Sales Agreement (the 2021 ATM) with the same terms and agents (each a 2021 Agent and collectively, the 2021 Agents) as the 2020 ATM. During the year ended December 31, 2020, we sold a total of 8,528,286 shares of common stock under the 2020 ATM for aggregate total gross proceeds of approximately $ 187.5 million at an average selling price of $ 21.99 per share, resulting in net proceeds of approximately $ 184.2 million after deducting commissions and other transactions costs. During the year ended December 31, 2020, we sold a total of 804,100 shares of common stock under the 2021 ATM for aggregate total gross proceeds of approximately $ 33.9 million at an average selling price of $ 42.18 per share, resulting in net proceeds of approximately $ 33.3 million after deducting commissions and other transactions costs. During the year ended December 31, 2021, we sold a total of 72,000 shares of common stock under the 2021 ATM for aggregate total gross proceeds of approximately $ 2.5 million at an average selling price of $ 34.25 per share, resulting in net proceeds of approximately $ 2.4 million after deducting commissions and other transactions costs. 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 $ 10.8 million. On December 17, 2020, we completed a public offering of 6,320,000 shares of our common stock (plus a 30-day underwriter overallotment option to purchase up to an additional 948,000 shares of common stock, which was exercised) at a price of $ 43.50 per share. Net proceeds from this offering, including the overallotment, were approximately $ 297.2 million after underwriting discounts and offering expenses of approximately $ 19.0 million. F-18 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements On September 2, 2022, we filed an automatic “shelf registration” statement on Form S-3 (the 2022 WKSI Shelf) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act, which registered an unlimited and indeterminate amount of debt or equity securities for future issuance and sale. The 2022 WKSI Shelf was declared effective in September 2022. In connection with the 2022 WKSI Shelf, we entered into an At-the-Market Issuance Sales Agreement (the 2022 ATM) with Cantor Fitzgerald & Co. 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. The 2022 ATM has replaced the 2021 ATM as the only active ATM program. We had no activity on the 2021 ATM or 2022 ATM during the year ended December 31, 2022. The 2022 WKSI Shelf is currently our only active shelf registration statement. We may offer any combination of the securities registered under the 2022 WKSI Shelf from time to time in response to market conditions or other circumstances if we believe such a plan of financing is in the best interests of our stockholders. We may need to file additional shelf registration statements in the future to provide us with the flexibility to raise additional capital to finance our operations as needed. Treasury Stock As of December 31, 2022 and 2021, 41,309 shares of common stock are being held in Treasury, at a cost of approximately $ 0.2 million, representing the fair market value on the date the shares were surrendered to the Company to satisfy employee tax obligations. Equity Incentive Plans The TG Therapeutics, Inc. 2022 Incentive Plan (the 2022 Incentive Plan) was approved by stockholders in June 2022 with 17 million shares available to be issued, of which not more than 10 million shares may be issued pursuant to “full-value awards.” Full-value awards include any award other than an option or stock appreciation right and which is settled by the issuance of stock. As of December 31, 2022, 2,196,097 shares of restricted stock and 2,290,000 options were outstanding, and up to an additional 12,251,485 shares were available to be issued under the 2022 Incentive Plan. The TG Therapeutics, Inc. Amended and Restated 2012 Incentive Plan (the 2012 Incentive Plan) was approved by stockholders in June 2020. As of December 31, 2022, 6,536,189 shares of restricted stock and 2,845,685 options were outstanding, and no additional shares were available to be issued under the 2012 Incentive Plan as the 2022 Incentive Plan is now the only active incentive plan. F-19 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements Stock Options The estimated fair value of the options granted in the years ended December 31, 2022, 2021 and 2020 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, 2022, 2021 and 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ ​ ​ ​ average ​ ​ ​ ​ ​ ​ ​ Weighted- ​ contractual ​ ​ ​ ​ ​ Number of ​ average ​ term ​ Aggregate ​ ​ shares ​ exercise price ​ (in years) ​ intrinsic value Outstanding at January 1, 2020 ​ 2,605,730 ​ ​ 6.73 ​ 8.92 ​ ​ 11,706,110 Granted ​ 75,000 ​ ​ 8.21 ​ ​ ​ ​ ​ Exercised ​ ( 35,814 ) ​ ​ 4.10 ​ ​ ​ ​ ​ Forfeited ​ ( 118,750 ) ​ ​ 10.16 ​ ​ ​ ​ ​ Expired ​ - ​ ​ - ​ ​ ​ ​ ​ Outstanding at December 31, 2020 2,526,166 ​ ​ 6.99 ​ 8.10 ​ $ 115,472,832 Granted — ​ $ — ​ ​ ​ Exercised ( 52,694 ) ​ 4.10 ​ ​ ​ Forfeited ( 5,935 ) ​ 4.10 ​ ​ ​ Expired — ​ ​ — ​ ​ ​ Outstanding at December 31, 2021 ​ 2,467,537 ​ $ 7.06 ​ 6.99 ​ $ 29,503,551 Granted ​ 2,975,000 ​ ​ 7.00 ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable at December 31, 2022 2,107,583 ​ $ 6.70 5.64 ​ $ 11,238,429 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ex pense associated with the stock options was approximately $ 3.3 million, $ 2.9 million and $ 6.0 million during the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, there was approximately $ 8.0 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 3.3 years. As of December 31, 2022, 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. We recognized stock-based compensation expense of $ 1.2 million during the year ended December 31, 2022 for these stock options. ​ F-20 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements The fair value of the Company’s option awards granted in each of the following years were estimated using the assumptions below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ December 31, 2022 December 31, 2021 December 31, 2020 ​ Volatility ​ ​ 88.37 - 89.67 % N/A 186.91 - 191.05 % ​ Expected term (in years) ​ ​ 3.13 - 4.0 ​ N/A 5.0 - 6.25 ​ ​ Risk-free rate ​ ​ 2.99 - 3.35 % N/A 0.34 - 0.54 % ​ Expected dividend yield ​ ​ — % N/A — % ​ ​ Restricted Stock Certain employees, directors and consultants have been awarded restricted stock. The restricted stock vesting consists of milestone and time-based vesting. The following table summarizes restricted share activity for the years ended December 31, 2022, 2021 and 2020: ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average ​ ​ ​ ​ grant date fair ​ ​ Number of shares ​ value Outstanding at January 1, 2020 7,091,789 $ 7.78 Granted 4,909,829 ​ 20.34 Vested ( 1,087,918 ) ​ 8.40 Forfeited ( 128,666 ) ​ 8.70 Outstanding at December 31, 2020 10,785,034 ​ 13.38 Granted 2,738,974 ​ 39.49 Vested ( 1,302,737 ) ​ 18.14 Forfeited ( 189,231 ) ​ 21.80 Outstanding at December 31, 2021 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 ​ ​ ​ ​ ​ ​ ​ Total compensation expense associated with restricted stock grants was $ 15.8 million, $ 58.4 million and $ 74.2 million during the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, there was approximately $ 29.2 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 2.6 years. This amount does not include, as of December 31, 2022, 1,961,258 shares of restricted stock outstanding which are milestone-based and vest upon certain corporate milestones. Milestone-based noncash compensation expense will be measured and recorded if and when a milestone occurs. ​ Warrants The Company’s only outstanding warrants are the warrants issued to Hercules as part of our debt agreement to purchase 147,058 and 115,042 shares of common stock with exercise prices of $ 4.08 and $ 17.95 , respectively. See Note 6 for further details. There will not be any ongoing stock compensation expense volatility associated with these warrants. F-21 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements NOTE 6 – LOAN PAYABLE On February 28, 2019 (the Closing Date), we entered into a term loan facility of up to $ 60.0 million (Term Loan) with Hercules Capital, Inc. (Hercules), the proceeds of which were used for research and development programs and for general corporate purposes. The Term Loan is governed by a loan and security agreement, dated February 28, 2019 (the Loan Agreement), which provides for up to four separate advances. The first advance of $ 30.0 million was drawn on the Closing Date. An additional $ 30.0 million was available with different milestones and time points that have lapsed. On December 30, 2021 (the First Amendment Closing Date), the Company entered into an Amended and Restated Loan and Security Agreement (the Amended Loan Agreement) with Hercules Capital, Inc. The Amended Loan Agreement amended the terms of the Loan Agreement to, among other things, (i) increase the aggregate principal amount of the loan, available at the Company’s option, from $ 60.0 million to $ 200.0 million (the Amended Term Loan), (ii) issue a first advance of $ 70.0 million drawn at the First Amendment Closing date, a portion of which was used to refinance the current outstanding loan balance of approximately $ 7.8 million and pay for expenses incurred by the Lender in executing the agreements, (iii) change the draw amounts and dates available in Tranche 2 through Tranche 4 including increasing the amount available under Tranche 2 subject to the achievement of performance milestones from $ 10.0 million to $ 20.0 million, increasing the amount available under Tranche 3 subject to the achievement of performance milestones from $ 10.0 million to $ 45.0 million, and increasing the amount under Tranche 4 subject to the approval of Hercules’ investment committee from $ 10.0 million to $ 65.0 million, (iv) extend the maturity date of the facility from the original March 1, 2022 to January 1, 2026, (v) reset and extend the interest only period from April 1, 2021 to February 1, 2025 and extendable to August 1, 2025 subject to the achievement of certain performance milestones, and (vi) modify the cash interest rate to be the greater of either (a) the “prime rate” as reported in The Wall Street Journal plus 2.15 %, and (b) 5.40 %. The performance milestones are based on achievement of certain U.S. Food and Drug Administration approvals and impact the potential extension of the interest only period, access to future advances under the Loan Agreement and minimum cash levels required under the Amended Loan Agreement. The Amended Loan Agreement contains financial covenants from and after October 15, 2022 that require the Company to maintain certain levels of unrestricted cash and additional financial covenants related to market capitalization and unrestricted cash commencing on July 1, 2023 at any time when the Amended Term Loan advances made under the Amended Loan Agreement are greater than $70 million. The Amended Loan Agreement also contains warrant coverage of 2.95 % of the total 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 closing. 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. In addition, the Company is required to pay a final payment fee equal to 5.95 % of the aggregate principal amount of the Term Loan Advances. The Company may, at its option, prepay the Amended Term Loan in full or in part, subject to a prepayment penalty equal to (i) 2.0 % of the principal amount prepaid if the prepayment occurs prior to the first anniversary of the First Amendment Closing Date, (ii) 1.5 % of the principal amount prepaid if the prepayment occurs on or after the first anniversary and prior to the second anniversary of the First Amendment Closing Date, and (iii) 1.0 % of the principal amount prepaid if the prepayment occurs on or after the second anniversary and prior to the third anniversary of the First Amendment Closing Date. The Company evaluated whether the Amended Term Loan entered into in December 2021 represented a debt modification or extinguishment of the Term Loan in accordance with ASC 470-50, Debt – Modifications and Extinguishments. As a result of the repayment and retirement of the Term Loan, the Term Loan was accounted for by the Company under the extinguishment accounting model. The Company recorded a loss on extinguishment of debt of approximately $ 0.2 million on the Company’s statement of operations for the twelve months ended December 31, 2021, representing the write-off of deferred financing costs. F-22 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements The Company estimated the fair value of the Warrant using the Black-Scholes model based on the following key assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amended Term Loan Exercise price $ 17.95 ​ Common share price on date of issuance ​ $ 19.35 ​ Volatility ​ ​ 184.4 % Risk-free interest rate ​ ​ 1.44 % Expected dividend yield ​ ​ — % Contractual term (in years) ​ ​ 7.00 years ​ ​ The Company incurred financing expenses of $ 7.4 million (including the fair value of the Warrant) related to the Amended Loan Agreement which are recorded as debt issuance costs and as an offset to loan payable on the Company’s consolidated balance sheet. The debt issuance costs are being amortized over the term of the debt using the straight-line method, which approximates the effective interest method, and will be included in interest expense in the Company’s consolidated statements of operations. Amortization of debt issuance costs was $ 1.8 million, $ 1.1 million and $ 0.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. At December 31, 2022, the remaining unamortized balance of debt issuance costs was $ 5.5 million. The loan payable as of December 31, 2022 and 2021, is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, (in thousands) ​ 2022 2021 Loan payable ​ $ 70,000 ​ $ 70,000 Add: Accreted Liability of final payment fee ​ 6,667 ​ 5,140 ​ ​ 76,667 ​ 75,140 Less: unamortized debt issuance costs ​ ( 5,532 ) ​ ( 7,377 ) ​ ​ 71,135 ​ 67,763 Less: principal payments ​ ​ — ​ ​ — Total loan payable ​ ​ 71,135 ​ ​ 67,763 Less: current portion ​ — ​ ( 975 ) Loan payable non-current ​ $ 71,135 ​ $ 66,788 ​ ​ NOTE 7 – 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 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 $ 11.9 million and $ 8.9 million, respectively, as of December 31, 2022. Our leases have remaining lease terms of approximately 2 years to 10 years . One lease has a renewal option to extend the lease for an additional term of five years . Also, in connection with this lease, in October 2014 we pledged $ 0.6 million to secure a line of credit as a security deposit for the Office Agreement, which has been recorded as restricted cash in the accompanying consolidated balance sheets. Additional collateral of $ 0.6 million was pledged in April 2018 to increase the letter of credit for the office space. In October 2019, we finalized a five-year lease for office space in New Jersey (the NJ Lease). We approximate an average annual rental obligation of $ 0.3 million under the NJ Lease. F-23 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements 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. The following components of lease expense are included in the Company’s consolidated statements of operations for the years ended December 31, 2022, 2021, and 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ December 31, (in thousands) 2022 2021 ​ ​ 2020 Operating lease cost ​ $ 2,671 ​ $ 2,154 ​ $ 2,656 Net lease cost ​ $ 2,671 ​ $ 2,154 ​ $ 2,656 ​ As of December 31, 2022, the weighted-average remaining operating lease term was 6.5 years and the weighted-average discount rate for operating leases was 9.97 %. Cash paid for amounts included in the measurement of operating lease liabilities during the year ended December 31, 2022 was $ 2.3 million. The balance sheet classification of lease liabilities was as follows: ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, (in thousands) 2022 2021 Liabilities ​ ​ Lease liability current portion ​ $ 1,581 ​ $ 1,437 Lease liability non-current ​ 10,344 ​ 9,847 Total lease liability ​ $ 11,925 ​ $ 11,284 ​ As of December 31, 2022, the maturities of lease liabilities were as follows: ​ ​ ​ ​ ​ Operating (in thousands) ​ leases 2023 ​ $ 2,375 2024 ​ ​ 2,388 2025 ​ 2,100 2026 ​ 2,080 2027 ​ 1,913 After 2027 ​ 6,541 Total lease payments ​ 17,397 Less: interest ​ ( 5,472 ) Present value of lease liabilities(*) ​ $ 11,925 ​ (*) 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-24 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements NOTE 8 – 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 $ 400.4 million and $ 367.4 million as of December 31, 2022 and 2021, 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 $ 135.4 million of US research and development costs and approximately $ 38.5 million of non-US research and development costs that were capitalized during the year ended December 31, 2022. ​ The Coronavirus Aid, Relief, and Economic Security Act of 2020 (CARES Act) was enacted on March 27, 2020 in response to the economic fall out of the COVID-19 pandemic in the United States. The CARES Act allows employers to defer the deposit and payment of the employer’s share of Social Security taxes during the payroll tax deferral period of March 27, 2020 through December 31, 2020. The CARES Act provides for half of the deferred payroll taxes to be paid by December 31, 2021 and the second half to be paid by December 31, 2022. The Company did not participate in this deferral program. ​ The Inflation Reduction Act of 2022 (IRA) was enacted on August 16, 2022. The IRA provided for a Corporate Alternative Minimum Tax (Corp AMT), applicable to tax years beginning after December 31, 2022. The Corp AMT will impose a 15% tax on companies with adjusted financial statement income of over $1 billion for US-based organizations. At this time, it is not anticipated that the Corp AMT will be applicable for the Company. ​ As of December 31, 2022, we have U.S. net operating loss carryforwards of approximately $ 1.3 billion , research and development credit carryforwards (R&D credits) of approximately $ 42.0 million and business interest expense carryforward of $ 15.7 million. For income tax purposes, these NOLs and R&D credits will expire in various amounts through 2039. NOLs generated after 2017 and the business interest expense carryforwards 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-25 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, 2022 and 2021 are presented below. ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) 2022 2021 Deferred tax assets: ​ ​ Net operating loss carryforwards ​ $ 303,729 ​ $ 295,985 Research and development credit ​ 42,031 ​ 35,665 Noncash compensation ​ 10,325 ​ 32,356 Disallowed interest ​ ​ 3,882 ​ ​ 2,434 Capitalized R&D Expenses ​ ​ 39,411 ​ ​ — Other ​ 985 ​ 1,006 Deferred tax asset, excluding valuation allowance ​ 400,363 ​ 367,446 ​ ​ ​ ​ ​ ​ ​ Less valuation allowance ​ ( 400,363 ) ​ ( 367,446 ) Net deferred tax assets ​ $ — ​ $ — ​ There was no current or deferred income tax expense for the year ended December 31, 2022. Income tax expense differed from amounts computed by applying the US Federal income tax rate of 21 % for the years ending December 31, 2022, 2021 and 2020, to pretax loss as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, (in thousands) 2022 2021 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss before income taxes, as reported in the consolidated statements of operations ​ $ ( 198,335 ) ​ $ ( 348,101 ) ​ $ ( 279,381 ) ​ ​ ​ ​ ​ ​ ​ Computed “expected” tax benefit ​ $ ( 41,650 ) ​ $ ( 73,101 ) ​ $ ( 58,670 ) ​ ​ ​ ​ ​ ​ ​ Increase (decrease) in income taxes resulting from: ​ ​ ​ ​ ​ ​ Expected benefit from state and local taxes ​ ( 7,242 ) ​ ( 3,445 ) ​ ( 10,801 ) Research and development credits ​ ( 6,389 ) ​ ( 8,337 ) ​ ( 5,265 ) Officer Compensation Limitation ​ ​ 4,391 ​ ​ 439 ​ ​ ​ Other ​ 374 ​ 428 ​ 1,065 Stock options ​ 17,599 ​ ( 6,726 ) ​ ( 1,558 ) Enactment of federal tax reform ​ — ​ — ​ ( 14,763 ) Change in the balance of the valuation allowance for deferred tax assets ​ 32,917 ​ 90,742 ​ 89,992 ​ ​ $ — ​ $ — ​ $ — ​ 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 2019. 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 2022. 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-26 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements NOTE 9 – 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, 2022, we have incurred expenses of approximately $ 25.0 million related to the achievement of certain milestones of the LFB License Agreement, $ 12.0 million of which is recorded in accounts payable as of December 31, 2022. These expenses are included in other research and development expenses in the accompanying consolidated statements of operations. LFB Group is eligible to receive future payments of approximately $6.0 million, upon our successful achievement of certain regulatory milestones, in addition to royalty payments on net sales of ublituximab at a royalty rate in the high-single digits. The license will terminate on a country-by-country basis upon the expiration of the last licensed patent right or 15 years after the first commercial sale of a product in such country, unless the agreement is earlier terminated (i) by LFB if the Company challenges any of the licensed patent rights, (ii) by either party due to a breach of the agreement, or (iii) by either party in the event of the insolvency of the other party. 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, 2022, 2021 and 2020, and at December 31, 2022 and 2021, have deferred revenue of approximately $ 0.5 million and $ 0.6 million, respectively, associated with this $ 2 million payment (approximately $ 0.2 million of which has been classified in current liabilities at December 31, 2022 and 2021). 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. 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. In July 2020, we paid Hengrui $ 2.0 million as part of a milestone in accordance with the license agreement. Royalty payments in the low double digits are due on net sales of licensed products and revenue from sublicenses. F-27 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements TG-1801: anti-CD47/anti-CD19 In June 2018, we entered into a Joint Venture and License Option Agreement with Novimmune to collaborate on the development and commercialization of Novimmune’s novel first-in-class anti-CD47/anti-CD19 bispecific antibody known as TG-1801 (previously NI-1701). The companies will jointly develop the product on a worldwide basis, focusing on indications in the area of hematologic B-cell malignancies. We serve as the primary responsible party for the development, manufacturing and commercialization of the product. Milestone payments will be paid based on early clinical development, and the Company will be responsible for the costs of clinical development of the product through the end of the Phase 2 clinical trials, after which the Company and Novimmune will be jointly responsible for all development and commercialization costs. The Company and Novimmune will each maintain an exclusive option, exercisable at specific times during development, for the Company to license the rights to TG-1801, in which case Novimmune is eligible to receive additional milestone payments totaling approximately $ 185 million as well as tiered royalties on net sales in the high single to low double digits upon and subject to the achievement of certain milestones. UKONIQ (umbralisib) On September 22, 2014, we exercised our option to license the global rights to umbralisib, thereby entering into an exclusive licensing agreement (the TGR-1202 License) with Rhizen Pharmaceuticals, SA (Rhizen) for the development and commercialization of umbralisib. As of December 31, 2022, we have incurred approximately $ 24.0 million in expense related to the achievement of certain milestones of the Umbralisib License. Under the terms of the TGR 1202 License, Rhizen is eligible to receive approval and sales-based milestone payments in the aggregate of approximately $ 175 million payable. For the year ended December 31, 2021, we paid Rhizen $ 12.0 million as part of a primary indication approval milestone for launch of product in the US in accordance with the terms of the Umbralisib License. Additionally, Rhizen receives tiered royalties that escalate from high single digits to low double digits on any net sales of umbralisib. During the year ended December 31, 2022, the Company recorded $ 0.2 million related to the worldwide royalty due under the Umbralisib License in cost of product revenue based on U.S. sales of UKONIQ and as of December 31, 2022, approximately $ 3,000 in royalties were payable under the Umbralisib License. As a result of the withdrawal of UKONIQ from the U.S. market and discontinuation of all commercialization activities, we do not expect to incur any additional costs related to this license agreement. TG-1501: Cosibelimab ​ In March 2015, we entered into a Global Collaboration Agreement (Collaboration Agreement) with Checkpoint for the development and commercialization of anti-PD-L1 and anti-GITR antibody research programs in the field of hematological malignancies. The Collaboration Agreement was amended in June 2019 and in March of 2020. We incurred expenses of approximately $ 0.1 million, $ 0.1 million and $ 1.1 million for the years ended December 31, 2022, 2021 and 2020, respectively, the majority of which relates to manufacturing expenses and milestone payments of PD-L1. The relevant expenses are recorded in other research and development in the accompanying consolidated statements of operations. ​ NOTE 10 – 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 $ 0.8 million for shared services for the years ended December 31, 2022, 2021 and 2020, 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. F-28 Table of Contents TG Therapeutics, Inc. and Subsidiaries Notes to Consolidated Financial Statements In March 2015, we entered into the Collaboration Agreement with Checkpoint, a subsidiary of FBIO, for the development and commercialization of anti-PD-L1 and anti-GITR antibody research programs in the field of hematological malignancies. 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 7 - Leases for details regarding the Office Agreement with FBIO, as well as Note 9 - License Agreements for details regarding the Collaboration Agreement with Checkpoint. ​ NOTE 11 – COMMITMENTS AND CONTINGENCIES As of December 31, 2022, we have known contractual obligations; commitments and contingencies of $ 91.6 million related to our short- and long-term liabilities and operating lease obligations. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less than ​ ​ ​ ​ ​ ​ ​ More than Payment due by period (in thousands) Total 1 year 1-3 years 3-5 years 5 years Contractual obligations ​ ​ ​ ​ ​ Operating leases ​ $ 17,397 ​ $ 2,375 ​ $ 4,488 ​ $ 3,993 ​ $ 6,541 Long-term debt ​ ​ 74,165 ​ ​ — ​ ​ 74,165 ​ ​ — ​ ​ — Total ​ $ 91,562 ​ $ 2,375 ​ $ 78,653 ​ $ 3,993 ​ $ 6,541 ​ Leases See Note 7 - leases for a detailed description of our lease arrangements in New York, New Jersey and North Carolina. Total rental expense was approximately $ 2.7 million, $ 2.2 million and $ 2.7 million for the years ended December 31, 2022, 2021, and 2020, respectively. Future minimum lease commitments as of December 31, 2022, in the aggregate total approximately $ 17.4 million through December 31, 2032. The preceding table shows future minimum lease commitments, which include our office leases in New York, New Jersey, and North Carolina by year as of December 31, 2022. ​ Loan Payable ​ See Note 6 – Loan payable for a detail description of our loan agreement. ​ ​ ​ ​ ​ ​ ​ ​ F-29 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 1, 2023 By: /s/ Michael S. Weiss ​ ​ Michael S. Weiss ​ ​ Chairman and Chief Executive Officer ​ ​ ​ 83 Table of Contents POWER OF ATTORNEY KNOW ALL MEN 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 1, 2023, 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 ​ ​ ​ ​ ​ ​ 84