View Filing Data

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2018	May 01, 2018
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Entity Registrant Name	TG THERAPEUTICS, INC.
Entity Central Index Key	0001001316
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Trading Symbol	TGTX
Entity Common Stock, Shares Outstanding		78,010,112

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 82,896	$ 56,718
Short-term investment securities	26,181	27,999
Interest receivable	79	108
Prepaid research and development	6,824	8,056
Other current assets	978	437
Total current assets	116,958	93,318
Restricted cash	588	587
Leasehold interest, net	2,397	2,429
Equipment, net	252	248
Goodwill	799	799
Total assets	120,994	97,381
Current liabilities:
Accounts payable and accrued expenses	32,513	25,877
Accrued compensation	456	1,800
Current portion of deferred revenue	152	152
Notes payable	224	128
Total current liabilities	33,345	27,957
Deferred rent	1,388	1,364
Deferred revenue, net of current portion	1,029	1,067
Total liabilities	35,762	30,388
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value per share (10,000,000 shares authorized, none issued and outstanding as of March 31, 2018 and December 31, 2017)	0	0
Common stock, $0.001 par value per share (150,000,000 shares authorized, 77,134,683 and 73,181,750 shares issued, 77,093,374 and 73,140,441 shares outstanding at March 31, 2018 and December 31, 2017, respectively)	77	73
Additional paid-in capital	481,781	422,017
Treasury stock, at cost, 41,309 shares at March 31, 2018 and December 31, 2017	(234)	(234)
Accumulated deficit	(396,392)	(354,863)
Total stockholders’ equity	85,232	66,993
Total liabilities and stockholders’ equity	$ 120,994	$ 97,381

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	77,134,683	73,181,750
Common stock, shares outstanding	77,093,374	73,140,441
Treasury stock, shares	41,309	41,309

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
License revenue	$ 38	$ 38
Research and development:
Noncash compensation	2,859	2,306
Other research and development	32,159	20,376
Total research and development	35,018	22,682
General and administrative:
Noncash compensation	4,478	3,689
Other general and administrative	2,119	1,333
Total general and administrative	6,597	5,022
Total costs and expenses	40,615	27,704
Operating loss	(41,577)	(27,666)
Other (income) expense:
Interest income	(144)	(45)
Other expense	96	106
Total other (income) expense, net	(48)	61
Net loss	$ (41,529)	$ (27,727)
Basic and diluted net loss per common share	$ (0.59)	$ (0.52)
Weighted average shares used in computing basic and diluted net loss per common share	70,636,970	53,157,851

Condensed Consolidated Statement of Stockholders' Equity - 3 months ended Mar. 31, 2018 - USD ($)
$ in Thousands

Common Stock [Member]

Additional Paid-in Capital [Member]

Treasury Stock [Member]

Accumulated Deficit [Member]

Total

Balance (in shares) at Dec. 31, 2017

73,181,750

41,309

Balance at Dec. 31, 2017

$ 73

$ 422,017

$ (234)

$ (354,863)

$ 66,993

Issuance of restricted stock (in shares)

87,500

Issuance of restricted stock

^[1]

Forfeiture of restricted stock (in shares)

(123,911)

Forfeiture of restricted stock

^[1]

Issuance of common stock in At-the-Market offering (net of offering costs of $0.9 million) (in shares)

3,989,344

Issuance of common stock in At-the-Market offering (net of offering costs of $0.9 million)

$ 4

52,426

52,430

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

7,337

Net loss

(41,529)

Balance (in shares) at Mar. 31, 2018

77,134,683

41,309

Balance at Mar. 31, 2018

$ 77

$ 481,781

$ (234)

$ (396,392)

$ 85,232

[1]	Amount less than one thousand dollars.

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (41,529)	$ (27,727)
Adjustments to reconcile net loss to net cash used in operating activities:
Noncash stock compensation expense	7,337	5,995
Depreciation	20	20
Amortization of premium on investment securities	2	31
Change in fair value of notes payable and accrued interest	96	106
Changes in assets and liabilities:
Decrease (increase) in prepaid research and development and other current assets	691	(3,585)
Decrease in leasehold interest	33	20
Decrease in accrued interest receivable	30	61
Decrease in other assets	0	242
Increase in accounts payable and accrued expenses	5,292	2,552
Increase in deferred rent	23	22
Decrease in deferred revenue	(38)	(38)
Net cash used in operating activities	(28,043)	(22,301)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment	(24)	0
Investment in held-to-maturity securities	(4,184)	0
Proceeds from maturity of short-term securities	6,000	6,000
Net cash provided by investing activities	1,792	6,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the exercise of warrants	0	2,143
Proceeds from sale of common stock, net	52,430	84,766
Net cash provided by financing activities	52,430	86,909
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	26,179	70,608
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD	57,305	25,614
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	83,484	96,222
Reconciliation to amounts on consolidated balance sheets:
Total cash, cash equivalents and restricted cash	83,484	25,614
NONCASH TRANSACTIONS
Reclassification of deferred financing costs to additional paid-in capital	0	(3)
Accrued financing costs	$ 0	$ 191

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

We are a biopharmaceutical company focused on the acquisition, development and commercialization of novel treatments for B-cell malignancies and autoimmune diseases. Currently, we are developing two therapies targeting hematologic malignancies. TG-1101 (ublituximab) is a novel, glycoengineered monoclonal antibody that targets a unique epitope on the CD20 antigen found on mature B-lymphocytes. We are also developing TGR-1202 (umbralisib), an orally available PI3K delta inhibitor. The delta isoform of PI3K is strongly expressed in cells of hematopoietic origin and is believed to be important in the proliferation and survival of B-lymphocytes. Both TG-1101 and TGR-1202, or the combination of which is referred to as "U2," are in Phase 3 clinical development for patients with hematologic malignancies, with TG-1101 also in Phase 3 clinical development for Multiple Sclerosis. Additionally, the Company has recently brought its anti-PD-L1 monoclonal antibody into Phase 1 development and aims to bring additional pipeline assets into the clinic in the future.

We also actively evaluate complementary products, technologies and companies for in-licensing, partnership, acquisition and/or investment opportunities. To date, we have not received approval for the sale of any of our drug candidates in any market and, therefore, have not generated any product sales from our drug candidates.

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X of the Exchange Act. Accordingly, they may not include all of the information and footnotes required by GAAP for complete financial statements. All adjustments that are, in the opinion of management, of a normal recurring nature and are necessary for a fair presentation of the condensed consolidated financial statements have been included. Nevertheless, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2017. The accompanying condensed December 31, 2017 balance sheet has been derived from these statements. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period.

Certain reclassifications have been made to the prior period unaudited condensed consolidated financial statements to conform to the current period presentation, including:

●	Presentation of restricted cash on the condensed consolidated statements of cash flows for the three months ended March 31, 2017, as a result of the adoption of Accounting Standards Update No. 2016-18 in the first quarter of 2018.

Liquidity and Capital Resources

We have incurred operating losses since our inception, expect to continue to incur operating losses for the foreseeable future, and may never become profitable. As of March 31, 2018, we have an accumulated deficit of approximately $396.4 million.

Our major sources of cash have been proceeds from the private placement and public offering of equity securities. We have not yet commercialized any of our drug candidates and cannot be sure if we will ever be able to do so. Even if we commercialize one or more of our drug candidates, we may not become profitable. Our ability to achieve profitability depends on many 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 March 31, 2018, we had $109.2 million in cash and cash equivalents, investment securities, and interest receivable. The Company believes its cash, cash equivalents, investment securities, and interest receivable on hand as of March 31, 2018 combined with the additional capital raised in the second quarter of 2018 (see Note 5) will be sufficient to fund the Company’s planned operations through mid-2019. The actual amount of cash that we will need to operate is subject to many factors, including, but not limited to, the timing, design and conduct of clinical trials for our drug candidates. We are dependent upon significant future financing to provide the cash necessary to execute our current operations, including the commercialization of any of our drug candidates.

Our common stock is listed on the Nasdaq Capital Market and trades under the symbol “TGTX.”

Recently Issued Accounting Standards

In May 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2017-09, “Scope of Modification Accounting” (“ASU 2017-09”). ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. An entity should account for the effects of a modification unless all the following are met:

●

The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification.

●	The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified.

●	The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified.

ASU 2017-09 is effective for annual and interim periods beginning on or after December 15, 2017. Early adoption is permitted for public business entities for reporting periods for which financial statements have not yet been issued, and all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments should be applied prospectively to an award modified on or after the adoption date. The Company adopted ASU 2017-09 on January 1, 2018. The adoption of ASU 2017-09 did not have a material effect on our consolidated financial statements as of March 31, 2018.

In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. As a result, under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, ASU 2017-04:

●	Clarifies the requirements for excluding and allocating foreign currency translation adjustments to reporting units in connection with an entity’s testing of reporting units for goodwill impairment.

●	Clarifies that an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable.

●	Makes minor changes to the overview and background sections of certain Accounting Standards Codification (“ASC” or “Codification”) subtopics and topics as part of the Board’s initiative to unify and improve those sections throughout the Codification.

ASU 2017-04 is effective prospectively for annual and interim periods beginning on or after December 15, 2019, and early adoption is permitted on testing dates after January 1, 2017. The Company does not expect the adoption of ASU 2017-04 to have a material impact on the Company’s condensed consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, “FASB Clarifies the Definition of a Business” (“ASU 2017-01”). ASU 2017-01 clarifies the definition of a business in ASC 805. The amendments in ASU 2017-01 are intended to make application of the guidance more consistent and cost-efficient. The amendments in ASU 2017-01:

●

Provide a screen to determine when a set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated.

●

Provide that if the screen is not met, (1) to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments provide a framework to assist entities in evaluating whether both an input and a substantive process are present. The framework includes two sets of criteria to consider that depend on whether a set has outputs. Although outputs are not required for a set to be a business, outputs generally are a key element of a business; therefore, the Board has developed more stringent criteria for sets without outputs.

●	Narrow the definition of the term output so that the term is consistent with how outputs are described in Topic 606.

ASU 2017-01 is effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted for transactions that occurred before the issuance date or effective date of the standard if the transactions were not reported in financial statements that have been issued or made available for issuance. The Company adopted ASU 2017-01 on January 1, 2018. The adoption of ASU 2017-01 did not have a material effect on our consolidated financial statements as of March 31, 2018.

In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows – Restricted Cash” (“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the change during the period for the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. ASU 2016-18 does not provide a definition of restricted cash or restricted cash equivalents, and does not change the balance sheet presentation for such items. The Company adopted ASU 2016-18 on January 1, 2018. The adoption of ASU 2016-18 did not have a material effect on our consolidated financial statements as of March 31, 2018.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606) (“ASU 2014-09” or “ASC 606”), which supersedes all existing revenue recognition requirements, including most industry-specific guidance. ASU 2014-09 provides a single set of criteria for revenue recognition among all industries. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the Company expects to receive for those goods or services.

ASU 2014-09 includes guidance for determining whether a license transfers to a customer at a point in time or over time based on the nature of the entity’s promise to the customer. To determine whether the entity’s promise is to provide a right to access its intellectual property or a right to use its intellectual property, the entity should consider the nature of the intellectual property to which the customer will have rights.

ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. The standard allows for two transition methods - full retrospective, in which the standard is applied to each prior reporting period presented, or modified retrospective, in which the cumulative effect of initially applying the standard is recognized at the date of initial adoption. The Company adopted ASU 2014-09 on January 1, 2018, using the modified retrospective approach. The adoption of ASU 2014-09 did not have a material effect on our condensed consolidated financial statements as of March 31, 2018.

Other pronouncements issued by the FASB or other authoritative accounting standards with future effective dates are either not applicable or not significant to our condensed 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 accrued 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 March 31, 2018 and December 31, 2017, we have approximately $0.6 million of restricted cash pledged to secure a line of credit as a security deposit for an Office Agreement (see Note 8).

Investment Securities

Investment securities at March 31, 2018 and December 31, 2017 consist of short-term government securities. We classify these securities as held-to-maturity. Held-to-maturity securities are those securities in which we have the ability and intent to hold the security until maturity. Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective interest method.

A decline in the market value of any investment security below cost, that is deemed to be other than temporary, results in a reduction in the carrying amount to fair value. The impairment is charged to operations and a new cost basis for the security is established. Other-than-temporary impairment charges are included in interest and other income (expense), net. Unrealized gains, if determined to be temporary, are included in accumulated other comprehensive income in equity. 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

We recognize license revenue in accordance with the revenue recognition guidance of ASC 606. We analyze each element of our licensing agreement to determine the appropriate revenue recognition. The terms of the license agreement may include payments to us of non-refundable up-front license fees, milestone payments if specified objectives are achieved, and/or royalties on product sales. We recognize revenue from upfront payments over the period of significant involvement under the related agreements unless the fee is in exchange for a promise to transfer more than one good or service to the customer, in which case the Company would account for each promised good or service as a performance obligation only if it is (1) distinct or (2) a series of distinct goods or services that are substantially the same and have the same pattern of transfer. For each performance obligation, the Company would determine whether we satisfy the performance obligation over time by transferring control of a good or service over time. To determine whether the Company’s promise is to provide a right to access its intellectual property or a right to use its intellectual property, the Company would consider the nature of the intellectual property to which the customer will have rights. The Company has symbolic intellectual property, derived from its association with the Company’s ongoing activities, including its ordinary business activities. We recognize milestone payments as revenue upon the achievement of specified milestones only if (1) the milestone payment is non-refundable, (2) substantive effort is involved in achieving the milestone, (3) the amount of the milestone is reasonable in relation to the effort expended or the risk associated with achievement of the milestone, and (4) the milestone is at risk for both parties. If any of these conditions are not met, we defer the milestone payment and recognize it as revenue over the estimated period of performance under the contract.

Research and Development Costs

Generally, research and development costs are expensed as incurred. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and amortized over the period that the goods are delivered or the related services are performed, subject to an assessment of recoverability. We make estimates of costs incurred in relation to external clinical research organizations, or CROs, and clinical site costs. We analyze the progress of clinical trials, including levels of patient enrollment, invoices received and contracted costs when evaluating the adequacy of the amount expensed and the related prepaid asset and accrued liability. Significant judgments and estimates must be made and used in determining the accrued balance and expense in any accounting period. We review and accrue CRO expenses and clinical trial study expenses based on work performed and rely upon estimates of those costs applicable to the stage of completion of a study. Accrued CRO costs are subject to revisions as such trials progress to completion. Revisions are charged to expense in the period in which the facts that give rise to the revision become known. With respect to clinical site costs, the financial terms of these agreements are subject to 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. The objective of our policy is to match the recording of expenses in our financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical site costs are recognized based on our estimate of the degree of completion 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, 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 March 31, 2018 and December 31, 2017, we recorded approximately $6.8 million and $8.1 million, respectively, in prepaid research and development related to such advance agreements.

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.

Stock-Based Compensation

We recognize all stock-based payments to employees and non-employee directors (as compensation for service) as noncash compensation expense in the condensed consolidated financial statements based on the fair values of such payments. 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 estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

For stock-based payments to consultants and other third-parties (including related parties), noncash compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties (including related parties) are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date.

In addition, because some of the options, restricted stock and warrants issued to employees, consultants and other third-parties vest upon achievement of certain milestones, the total expense is uncertain. Compensation expense for such awards that vest upon the achievement of milestones is recognized when the achievement of such milestones becomes probable.

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 periods presented or because such potentially dilutive securities were out of the money and the Company realized net income during the periods presented. The amounts of potentially dilutive securities excluded from the calculation were 4,660,180 and 3,634,008 for the three months ended March 31, 2018 and 2017, respectively. The following outstanding shares of potentially dilutive securities were excluded from the computation of net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive:

	Three Months Ended March 31,
	2018		2017
Unvested restricted stock		4,159,428		3,619,016
Stock options		485,000		--
Shares issuable upon note conversion		15,752		14,992
Total		4,660,180		3,634,008

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.

Rent Expense and Deferred Rent

Rent expense and lease incentives, including landlord construction allowances, are recognized on a straight-line basis over the lease term, commencing generally on the date the Company takes possession of the leased property. The Company records lease incentives as deferred rent and recognizes the lease incentives as reductions of rental expense. The unamortized portion of deferred rent is included in deferred rent in the condensed consolidated balance sheets.

CASH AND CASH EQUIVALENTS

3 Months Ended

Mar. 31, 2018

Cash and Cash Equivalents [Abstract]

CASH AND CASH EQUIVALENTS

The following tables summarize our cash and cash equivalents at March 31, 2018 and December 31, 2017:

(in thousands)	March 31, 2018		December 31, 2017

Checking and bank deposits	$	79,923	$	$55,682
Money market funds		2,973		1,036
Total	$	82,896	$	$56,718

INVESTMENT SECURITIES

3 Months Ended

Mar. 31, 2018

Investments, Debt and Equity Securities [Abstract]

INVESTMENT SECURITIES

Our investments as of March 31, 2018 and December 31, 2017 are classified as held-to-maturity. Held-to-maturity investments are recorded at amortized cost.

The following tables summarize our investment securities at March 31, 2018 and December 31, 2017:

(in thousands)	March 31, 2018
	Amortized cost, as adjusted		Gross unrealized holding gains		Gross unrealized holding losses		Estimated fair value
Short-term investments:
Obligations of domestic governmental agencies (maturing between April 2018 and January 2019) (held-to-maturity)	$	26,181	$	--	$	39	$	26,142
Total short-term investment securities	$	26,181	$	--	$	39	$	26,142

	December 31, 2017
	Amortized cost, as adjusted		Gross unrealized holding gains		Gross unrealized holding losses		Estimated fair value
Short-term investments:
Obligations of domestic governmental agencies (maturing between January 2018 and November 2018) (held-to-maturity)	$	27,999	$	--	$	35	$	27,964
Total short-term investment securities	$	27,999	$	--	$	35	$	27,964

FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

We measure certain financial assets and liabilities at fair value on a recurring basis in the condensed consolidated 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 March 31, 2018 and December 31, 2017, the fair values of cash and cash equivalents, restricted cash, and notes and interest payable, approximate their carrying value.

At the time of our merger (we were then known as Manhattan Pharmaceuticals, Inc.) 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. Ariston agreed to make quarterly payments on the 5% Notes equal to 50% of the net product cash flow received from the exploitation or commercialization of Ariston’s product candidates, AST-726 and AST-915. We have no obligations under the 5% Notes aside from (a) 50% of the net product cash flows from Ariston’s product candidates, if any, payable to noteholders; and (b) the conversion feature, discussed above.

The cumulative liability to the Ariston subsidiary including accrued and unpaid interest of the 5% Notes was approximately $17.7 million at March 31, 2018 and $17.5 million at December 31, 2017. No payments have been made on the 5% Notes as of March 31, 2018.

In December 2011, we elected the fair value option for valuing the 5% Notes. The fair value option was elected in order to reflect in our financial statements the assumptions that market participants use in evaluating these financial instruments.

As of December 31, 2013, as a result of expiring intellectual property rights and other factors, it was determined that net product cash flows from AST-726 were unlikely. As we have no other obligations under the 5% Notes aside from the net product cash flows and the conversion feature, the conversion feature was used to estimate the 5% Notes’ fair value as of March 31, 2018 and December 31, 2017. The assumptions, assessments and projections of future revenues are subject to uncertainties, difficult to predict, and require significant judgment. The use of different assumptions, applying different judgment to inherently subjective matters and changes in future market conditions could result in significantly different estimates of fair value and the differences could be material to our condensed consolidated financial statements.

The following tables provide the fair value measurements of applicable financial liabilities as of March 31, 2018 and December 31, 2017:

	Financial liabilities at fair value as of March 31, 2018
(in thousands)	Level 1		Level 2		Level 3		Total

5% Notes	$	--	$	--	$	224	$	224
Total	$	--	$	--	$	224	$	224

	Financial liabilities at fair value as of December 31, 2017
	Level 1		Level 2		Level 3		Total

5% Notes	$	--	$	--	$	128	$	128
Total	$	--	$	--	$	128	$	128

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

The following table summarizes the changes in Level 3 instruments during the three months ended March 31, 2018:

(in thousands)
Fair value at December 31, 2017	$	128
Interest accrued on face value of 5% Notes		213
Change in fair value of Level 3 liabilities		(117	)
Fair value at March 31, 2018	$	224

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

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2018

Stockholders' Equity Note [Abstract]

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.

Common Stock

Our amended and restated certificate of incorporation authorizes the issuance of up to 150,000,000 shares of $0.001 par value common stock.

In May 2017, we filed a shelf registration statement on Form S-3 (the "2017 S-3"), which was declared effective in June 2017, replacing the 2015 S-3. Under the 2017 S-3, the Company may sell up to a total of $300 million of its securities. In connection with the 2017 S-3, we entered into an At-the-Market Issuance Sales Agreement (the "2017 ATM") with Jefferies LLC, Cantor Fitzgerald & Co., FBR Capital Markets & Co., SunTrust Robinson Humphrey, Inc., Raymond James & Associates, Inc., Ladenburg Thalmann & Co. Inc. and H.C. Wainwright & Co., LLC (each a "2017 Agent" and collectively, the "2017 Agents"), relating to the sale of shares of our common stock. Under the 2017 ATM we pay the 2017 Agents a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of common stock.

During the three months ended March 31, 2018, we sold a total of 3,989,344 shares of common stock under the 2017 ATM for total gross proceeds of approximately $53.4 million at an average selling price of $13.38 per share, resulting in net proceeds of approximately $52.4 million after deducting commissions and other transaction costs.

Subsequent to the first quarter, from April 1, 2018 through May 4, 2018, we sold an aggregate of 1,014,605 shares of common stock pursuant to the 2017 ATM for total gross proceeds of approximately $14.3 million at an average selling price of $14.12 per share, resulting in net proceeds of approximately $14.1 million after deducting commissions and other transactions costs.

The 2017 S-3 is currently our only active shelf registration statement. After deducting shares already sold there is approximately $198.9 million of common stock that remains available for sale under the 2017 S-3. We may offer the securities under the 2017 S-3 from time to time in response to market conditions or other circumstances if we believe such a plan of financing is in the best interests of our stockholders. We believe that the 2017 S-3 provides us with the flexibility to raise additional capital to finance our operations as needed.

Equity Incentive Plans

The TG Therapeutics, Inc. Amended and Restated 2012 Incentive Plan (“2012 Incentive Plan”) was approved by stockholders in June 2015. As of March 31, 2018, 485,000 options were outstanding and up to an additional 55,539 shares may be issued under the 2012 Incentive Plan.

Effective as of January 1, 2017, we entered into an amendment (the “Amendment”) to the employment agreement entered into as of December 15, 2011 (together with the Amendment, the “Employment Agreement”) with Michael S. Weiss, our Executive Chairman and Chief Executive Officer and President. Under the Amendment, Mr. Weiss will remain as Chief Executive Officer and President, removing the interim status. Simultaneously, we entered into a Strategic Advisory Agreement (the “Advisory Agreement”) with Caribe BioAdvisors, LLC (the “Advisor”) owned by Mr. Weiss to provide the services of Mr. Weiss as Chairman of the Board and as Executive Chairman. As part of the Amendment, Mr. Weiss also agreed to forfeit 3,381,866 restricted shares previously granted under the Employment Agreement that were predominantly subject to time-based vesting over the next three years. Simultaneously, (i) Mr. Weiss was issued 418,371 restricted shares under the Employment Agreement that vest in 2018 and 2019 and (ii) the Advisor was issued 2,960,000 restricted shares under the Advisory Agreement that vested on market capitalization thresholds ranging from $375 million to $750 million. In accordance with GAAP, there was no incremental stock compensation expense recognition as a result of the modification.

Stock Options

The following table summarizes stock option activity for the three months ended March 31, 2018:

	Number of shares		Weighted- average exercise price		Weighted- average Contractual Term		Aggregate Intrinsic Value
					(in years)
Outstanding at December 31, 2017		--	$	--		--	$	--
Granted		485,000		11.30
Exercised		--		--
Forfeited		--		--
Expired		--		--
Outstanding at March 31, 2018		485,000	$	11.30		9.85	$	1,406,500

Exercisable at March 31, 2018		--	$	11.30		--	$	--

As of March 31, 2018, the stock options outstanding include options granted to both employees and non-employees which are milestone-based and vest upon certain corporate milestones. Stock-based compensation will be recorded if and when a milestone occurs.

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 three months ended March 31, 2018:

	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2017		6,321,643		$	7.17
Granted		87,500			14.40
Vested		(625,802	)		7.23
Forfeited		(123,911	)		8.03
Outstanding at March 31, 2018		5,659,430		$	7.26

Total expense associated with restricted stock grants was approximately $7.3 million and $6.0 million during the three months ended March 31, 2018 and 2017, respectively. As of March 31, 2018, there was approximately $11.5 million of total unrecognized compensation cost related to unvested time-based restricted stock, which is expected to be recognized over a weighted average period of 1.0 year. This amount does not include, as of March 31, 2018, 110,000 shares of restricted stock outstanding which are milestone-based and vest upon certain corporate milestones; and 2,224,167 shares of restricted stock outstanding issued to non-employees, the expense for which is determined each reporting period at the measurement date. The expense is recognized over the vesting period of the award. Until the measurement date is reached for milestone awards, the total amount of compensation expense remains uncertain. We record compensation expense based on the fair value of the award at the reporting date.

Stock-Based Compensation

The fair value of stock options granted is estimated at the date of grant using the Black-Scholes pricing model. The expected term of options granted is derived from historical data and the expected vesting period. Expected volatility is based on the historical volatility of our common stock. The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. We have assumed no expected dividend yield, as dividends have never been paid to stock or option holders and will not be paid for the foreseeable future. We granted 500,000 and zero stock options during the three months ended March 31, 2018 and 2017, respectively.

The following table summarizes stock-based compensation expense information about restricted stock and stock options for the three months ended March 31, 2018 and 2017:

	Three months ended March 31,
(in thousands)	2018		2017
Stock-based compensation expense associated with restricted stock	$	7,337	$	5,995
Stock-based compensation expense associated with option grants		--		--
Total	$	7,337	$	5,995

NOTES PAYABLE

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

NOTES PAYABLE

The following is a summary of notes payable:

	March 31, 2018						December 31, 2017
(in thousands)	Current portion, net		Non-current portion, net		Total		Current portion, net		Non-current portion, net		Total
Convertible 5% Notes Payable	$	224	$	-	$	224	$	128	$	-	$	128
Total	$	224	$	-	$	224	$	128	$	-	$	128

Convertible 5% Notes Payable

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 obligation under the 5% Notes aside from (a) 50% of the net product cash flows from Ariston’s product candidates, if any, payable to noteholders; and (b) the conversion feature, discussed above. Interest accrues monthly, is added to principal on an annual basis, every March 8, and is payable at maturity, which was March 8, 2015 (see Note 4 for further details).

The cumulative liability including accrued and unpaid interest of these notes was approximately $17.7 million at March 31, 2018 and $17.5 million at December 31, 2017. No payments have been made on the 5% Notes as of March 31, 2018.

LICENSE AGREEMENTS

3 Months Ended

Mar. 31, 2018

License Agreement [Abstract]

LICENSE AGREEMENTS

BTK

In January 2018, we entered into a global exclusive license agreement with Jiangsu Hengrui Medicine Co., or Jiangsu, 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 Jiangsu’s Bruton’s Tyrosine Kinase inhibitors containing the compounds of either TG-1701 (SHR-1459 or EBI-1459) or TG-1702 (SHR-1266 or EBI-1266). Pursuant to the agreement, in April 2018, we paid Jiangsu an upfront fee of $1.0 million in our common stock. Jiangsu is eligible to receive milestone payments totaling approximately $350 million upon and subject to the achievement of certain milestones. Various provisions allow for payments in conjunction with the agreement to be made in cash or our common stock, while others limit the form of payment. Royalty payments in the low double digits are due on net sales of licensed products and revenue from sublicenses.

TG-1101

In November 2012, we entered into an exclusive (within the territory) sublicense agreement with Ildong relating to the development and commercialization of TG-1101 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 TG-1101 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 recognized as license revenue on a straight-line basis over the life of the agreement, which is through the expiration of the last licensed patent right or 15 years after the first commercial sale of a product in such country, unless the agreement is earlier terminated, and represents the estimated period over which we will have certain ongoing responsibilities under the sublicense agreement. We recorded license revenue of approximately $38,000 for each of the three months ended March 31, 2018 and 2017, and, at both March 31, 2018 and December 31, 2017, have deferred revenue of approximately $1.2 million associated with this $2.0 million payment (approximately $152,000 of which has been classified in current liabilities at March 31, 2018 and December 31, 2017).

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 TG-1101 in the sublicense territory.

RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2018

RELATED PARTY TRANSACTIONS

LFB Biotechnologies

On January 30, 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”). In connection with the LFB License Agreement, LFB Group was issued 5,000,000 shares of common stock, and a warrant to purchase 2,500,000 shares of common stock at a purchase price of $0.001 per share. LFB Group no longer has the right to nominate a board member since the LFB Group owns less than 10% of our outstanding common stock.

Under the terms of the LFB License Agreement, we utilize LFB Group for certain development and manufacturing services. We incurred expenses of approximately $130,000 and $27,000 during the three months ended March 31, 2018 and 2017, respectively, which have been included in other research and development expenses in the accompanying condensed consolidated statements of operations. As of March 31, 2018 and December 31, 2017, we had approximately $130,000 and zero, respectively, recorded in accounts payable related to the LFB License Agreement. In conjunction with the development and manufacturing services discussed above, certain agreements between us and LFB Group require payments in advance of services performed or goods delivered. Accordingly, as of March 31, 2018 and December 31, 2017, we recorded no prepaid research and development for such advance payments.

Other Parties

In March 2014, we entered into a shared services agreement (the “Opus Shared Services Agreement”) with Opus Point Partners Management, LLC (“Opus”) in which the parties agreed to share the costs of a rented facility and certain other services. Our Executive Chairman and Interim Chief Executive Officer is a Managing Member of Opus. During the three months ended March 31, 2018 and 2017, we incurred no expenses related to this agreement. The Opus Shared Services Agreement is no longer in effect as we began occupying new space in April 2016.

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, which is now our corporate headquarters. 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 $1.1 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. During the three months ended March 31, 2018 and 2017, we recorded rent expense of approximately $0.3 million and $0.4 million, respectively, and at March 31, 2018, have deferred rent of approximately $1.4 million. Mr. Weiss, our Executive Chairman and CEO, is also Executive Vice Chairman of FBIO.

Under the Office Agreement, we agreed to pay FBIO our portion of the build out costs, which have been allocated to us at the 45% rate mentioned above. The allocated build-out costs have been recorded in Leasehold Interest and will be amortized over the 15-year term of the Office Agreement. After an initial commitment of the 45% rate for a period of three (3) years, we and FBIO will determine actual office space utilization annually and if our utilization differs from the amount we have been billed, we will either receive credits or be assessed incremental utilization charges. As of March 31, 2018, we had approximately $0.4 million recorded in accounts payable related to FBIO of which approximately $0.1 million related to rent and build-out costs.

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 $0.4 million and $0.3 million for shared services for the three months ended March 31, 2018 and 2017, respectively, primarily related to shared personnel.

In May 2016, as part of a broader agreement with Jubilant, an India-based biotechnology company, we entered into the JBET Agreement with Checkpoint, a subsidiary of FBIO, for the development and commercialization of Jubilant’s novel BET inhibitor program in the field of hematological malignancies. We paid Checkpoint an up-front licensing fee of $1.0 million in July 2016 and incurred expenses of $0.2 million in March 2017 for the first milestone achievement as part of the JBET Agreement which is recorded in other research and development in the accompanying consolidated statement of operations. As of March 31, 2018 and 2017, we had approximately $0.3 million and $0.7 million, respectively, recorded in accounts payable, related mostly to the JBET Agreement. Mr. Weiss is also the Executive Chairman of Checkpoint.

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Description of Business

Certain reclassifications have been made to the prior period unaudited condensed consolidated financial statements to conform to the current period presentation, including:

●	Presentation of restricted cash on the condensed consolidated statements of cash flows for the three months ended March 31, 2017, as a result of the adoption of Accounting Standards Update No. 2016-18 in the first quarter of 2018.

Liquidity and Capital Resources

Our common stock is listed on the Nasdaq Capital Market and trades under the symbol “TGTX.”

Recently Issued Accounting Standards

●

●	The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified.

●	The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified.

●	Clarifies the requirements for excluding and allocating foreign currency translation adjustments to reporting units in connection with an entity’s testing of reporting units for goodwill impairment.

●	Clarifies that an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable.

●	Makes minor changes to the overview and background sections of certain Accounting Standards Codification (“ASC” or “Codification”) subtopics and topics as part of the Board’s initiative to unify and improve those sections throughout the Codification.

●

●	Narrow the definition of the term output so that the term is consistent with how outputs are described in Topic 606.

Use of Estimates

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

Investment Securities

Credit Risk

Revenue Recognition

Research and Development Costs

Income Taxes

Stock-Based Compensation

Basic and Diluted Net Loss Per Common Share

	Three Months Ended March 31,
	2018		2017
Unvested restricted stock		4,159,428		3,619,016
Stock options		485,000		--
Shares issuable upon note conversion		15,752		14,992
Total		4,660,180		3,634,008

Long-Lived Assets and Goodwill

Rent Expense and Deferred Rent

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

	Three Months Ended March 31,
	2018		2017
Unvested restricted stock		4,159,428		3,619,016
Stock options		485,000		--
Shares issuable upon note conversion		15,752		14,992
Total		4,660,180		3,634,008

CASH AND CASH EQUIVALENTS (Tables)

3 Months Ended

Mar. 31, 2018

Cash and Cash Equivalents [Abstract]

Schedule of Cash and Cash Equivalents

(in thousands)	March 31, 2018		December 31, 2017

Checking and bank deposits	$	79,923	$	$55,682
Money market funds		2,973		1,036
Total	$	82,896	$	$56,718

INVESTMENT SECURITIES (Tables)

3 Months Ended

Mar. 31, 2018

Investments, Debt and Equity Securities [Abstract]

Held-to-maturity Securities

(in thousands)	March 31, 2018
	Amortized cost, as adjusted		Gross unrealized holding gains		Gross unrealized holding losses		Estimated fair value
Short-term investments:
Obligations of domestic governmental agencies (maturing between April 2018 and January 2019) (held-to-maturity)	$	26,181	$	--	$	39	$	26,142
Total short-term investment securities	$	26,181	$	--	$	39	$	26,142

	December 31, 2017
	Amortized cost, as adjusted		Gross unrealized holding gains		Gross unrealized holding losses		Estimated fair value
Short-term investments:
Obligations of domestic governmental agencies (maturing between January 2018 and November 2018) (held-to-maturity)	$	27,999	$	--	$	35	$	27,964
Total short-term investment securities	$	27,999	$	--	$	35	$	27,964

- Definition

Tabular disclosure of all investments in certain debt and equity securities for which the entity has the positive intent and ability to hold until maturity.

+ References + Details

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis

	Financial liabilities at fair value as of March 31, 2018
(in thousands)	Level 1		Level 2		Level 3		Total

5% Notes	$	--	$	--	$	224	$	224
Total	$	--	$	--	$	224	$	224

	Financial liabilities at fair value as of December 31, 2017
	Level 1		Level 2		Level 3		Total

5% Notes	$	--	$	--	$	128	$	128
Total	$	--	$	--	$	128	$	128

Change In Level Three Fair Value During Period

(in thousands)
Fair value at December 31, 2017	$	128
Interest accrued on face value of 5% Notes		213
Change in fair value of Level 3 liabilities		(117	)
Fair value at March 31, 2018	$	224

STOCKHOLDERS' EQUITY (Tables)

3 Months Ended

Mar. 31, 2018

Stockholders' Equity Note [Abstract]

Schedule of Nonvested Restricted Stock Units Activity

	Number of shares		Weighted- average exercise price		Weighted- average Contractual Term		Aggregate Intrinsic Value
					(in years)
Outstanding at December 31, 2017		--	$	--		--	$	--
Granted		485,000		11.30
Exercised		--		--
Forfeited		--		--
Expired		--		--
Outstanding at March 31, 2018		485,000	$	11.30		9.85	$	1,406,500

Exercisable at March 31, 2018		--	$	11.30		--	$	--

Schedule Of Warrants Activity

	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2017		6,321,643		$	7.17
Granted		87,500			14.40
Vested		(625,802	)		7.23
Forfeited		(123,911	)		8.03
Outstanding at March 31, 2018		5,659,430		$	7.26

Schedule Of Share Based Compensation Expense

	Three months ended March 31,
(in thousands)	2018		2017
Stock-based compensation expense associated with restricted stock	$	7,337	$	5,995
Stock-based compensation expense associated with option grants		--		--
Total	$	7,337	$	5,995

NOTES PAYABLE (Tables)

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Schedule of Debt

	March 31, 2018						December 31, 2017
(in thousands)	Current portion, net		Non-current portion, net		Total		Current portion, net		Non-current portion, net		Total
Convertible 5% Notes Payable	$	224	$	-	$	224	$	128	$	-	$	128
Total	$	224	$	-	$	224	$	128	$	-	$	128

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Significant Accounting Policies [Line Items]
Antidilutive Securities Excluded From Computation Of Earnings Per Share, Amount	4,660,180	3,634,008
Unvested Restricted Shares [Member]
Significant Accounting Policies [Line Items]
Antidilutive Securities Excluded From Computation Of Earnings Per Share, Amount	4,159,428	3,619,016
Stock Options [Member]
Significant Accounting Policies [Line Items]
Antidilutive Securities Excluded From Computation Of Earnings Per Share, Amount	485,000	0
Share Issuable Upon Note Conversion [Member]
Significant Accounting Policies [Line Items]
Antidilutive Securities Excluded From Computation Of Earnings Per Share, Amount	15,752	14,992

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Accounting Policies [Abstract]
Accumulated deficit	$ (396,392)		$ (354,863)
Cash, cash equivalents, and short-term investments, total	109,200
Restricted cash and investments	600
Prepaid research and development	$ 6,824		$ 8,056
Antidilutive securities excluded from computation of earnings per share, amount	4,660,180	3,634,008

CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017
Cash and Cash Equivalents [Abstract]
Checking and bank deposits	$ 79,923	$ 55,682
Money market funds	2,973	1,036
Total	$ 82,896	$ 56,718	$ 95,638

INVESTMENT SECURITIES (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
INVESTMENT SECURITIES (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Schedule of Held-to-maturity Securities [Line Items]
Amortized cost, as adjusted	$ 26,181	$ 27,999
Gross unrealized holding gains	0	0
Gross unrealized holding losses	39	35
Estimated fair value	26,142	27,964
Short-term Investments [Member] \| US Government Agencies Debt Securities [Member]
Schedule of Held-to-maturity Securities [Line Items]
Amortized cost, as adjusted	26,181	27,999
Gross unrealized holding gains	0	0
Gross unrealized holding losses	39	35
Estimated fair value	$ 26,142	$ 27,964

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
5% Notes	$ 224	$ 128
Totals	224	128
Fair Value, Inputs, Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
5% Notes	0	0
Totals	0	0
Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
5% Notes	0	0
Totals	0	0
Fair Value, Inputs, Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
5% Notes	224	128
Totals	$ 224	$ 128

FAIR VALUE MEASUREMENTS (Details 1) $ in Thousands	3 Months Ended
FAIR VALUE MEASUREMENTS (Details 1) $ in Thousands	Mar. 31, 2018 USD ($)
Fair Value Disclosures [Abstract]
Fair value at December 31, 2017	$ 128
Interest accrued on face value of 5% Notes	213
Change in fair value of Level 3 liabilities	(117)
Fair value at March 31, 2018	$ 224

FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Fair Value Measurements Details Narrative
Cumulative Liability	$ 17,700	$ 17,500

STOCKHOLDERS' EQUITY (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($) $ / shares shares
Equity Incentive Plans Restricted Stock Activity [Line Items]
Number of shares, Granted	485,000
Number of shares, Exercisable at March 31, 2018	0
Weighted - average exercise price, Exercisable at March 31, 2018 \| $ / shares	$ 11.30
Aggregate Intrinsic Value, Exercisable at March 31, 2018 \| $	$ 0
Unvested Restricted Shares [Member]
Equity Incentive Plans Restricted Stock Activity [Line Items]
Number of shares, Outstanding Beginning Balance	0
Number of shares, Granted	485,000
Number of shares, Exercised	0
Number of shares, Forfeited	0
Number of shares, Expired	0
Number of shares, Outstanding Ending Balance	485,000
Weighted - average exercise price, Outstanding Beginning Balance \| $ / shares	$ 0.00
Weighted - average exercise price, Granted \| $ / shares	11.30
Weighted - average exercise price, Exercised \| $ / shares	.00
Weighted - average exercise price, Forfeited \| $ / shares	.00
Weighted - average exercise price, Expired \| $ / shares	.00
Weighted - average exercise price, Outstanding Ending Balance \| $ / shares	$ 11.30
Weighted - average Contractual Term (in years)	9 years 10 months 6 days
Aggregate Intrinsic Value, Outstanding Ending Balance \| $	$ 1,406,500

STOCKHOLDERS' EQUITY (Details 1) - Restricted Stock [Member]	3 Months Ended
	Mar. 31, 2018 $ / shares shares
EquityIncentivePlansRestrictedStockActivityLineItemLineItems [Line Items]
Number of Shares, Outstanding at Begining Balance \| shares	6,321,643
Number of Shares, Granted \| shares	87,500
Number of Shares, Vested \| shares	(625,802)
Number of Shares, Forfeited \| shares	(123,911)
Number of Shares, Outstanding at Ending Balance \| shares	5,659,430
Weighted Average Grant Date Fair Value, Outstanding at Begining Balance \| $ / shares	$ 7.17
Weighted Average Grant Date Fair Value, Granted \| $ / shares	14.40
Weighted Average Grant Date Fair Value, Vested \| $ / shares	7.23
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	8.03
Weighted Average Grant Date Fair Value, Outstanding at Ending Balance \| $ / shares	$ 7.26

STOCKHOLDERS' EQUITY (Details 2) - Unvested Restricted Shares [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense associated with restricted stock	$ 7,337	$ 5,995
Stock-based compensation expense associated with option grants	0	0
Total	$ 7,337	$ 5,990

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended
	May 04, 2018	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Preferred stock, shares authorized		10,000,000		10,000,000
Preferred stock, par value (in dollars per share)		$ 0.001		$ 0.001
Common Stock, Shares Authorized		150,000,000		150,000,000
Common stock, par value (in dollars per share)		$ 0.001		$ 0.001
Share-based Compensation, Total		$ 7,337	$ 5,995
Unrecognized compensation expense		$ 11,500
Period of recognition		1 year
Restricted stock outstanding		110,000
Options granted		485,000
Non Employee Restricted Stock [Member]
Share-based Compensation, Total		$ 7,300	$ 6,000
Mr. Weiss
Shares forfeited under the Amendment		3,381,866
Restricted shares issued under the Amendment		418,371
Advisor
Restricted shares issued under the Amendment		2,960,000
2017 ATM
Shares sold under plan	1,014,605	3,989,344
Gross proceeds from sale off common stock	$ 14,300	$ 53,400
Selling price per share	$ 14.12	$ 13.38
Net proceeds from sale off common stock	$ 14,100	$ 52,400
Common stock available for sale	$ 198,900
2012 Incentive Plan
Options outstanding		500,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant		40,539

NOTES PAYABLE (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Notes Payable [Line Items]
Notes payable, Current portion, net	$ 224	$ 128
Notes payable, Non-current portion, net	0	0
Total	224	128
Convertible Notes [Member]
Notes Payable [Line Items]
Notes payable, Current portion, net	224	128
Notes payable, Non-current portion, net	0	0
Total	$ 224	$ 128

NOTES PAYABLE (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
NOTES PAYABLE (Details Narrative) - USD ($)	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2011
Cumulative Liability	$ 17,700,000	$ 17,500,000
Convertible Notes Payable [Member]
Debt Instrument, Interest Rate During Period	5.00%	5.00%
Debt Instrument, Convertible, Conversion Price	$ 1,125
Debt Instrument, Maturity Date			Mar. 08, 2015
Cumulative Liability	$ 17,700,000	$ 17,500,000
Convertible Notes Payable [Member] \| Ariston [Member]
Percentage Of Cash Proceeds From Operation To Repay Interest On Convertible Debt	50.00%

LICENSE AGREEMENTS (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2012	Dec. 31, 2017
License Agreement [Line Items]
License revenue	$ 38	$ 38
Deferred Revenue, current	152			$ 152
BTK [Member]
License Agreement [Line Items]
Upfront Fee	1,000
Milestone payments	350,000
TG-1101 [Member]
License Agreement [Line Items]
License revenue	38	$ 38
Deferred Revenue	$ 1,200			$ 1,200
Licensing Agreements [Member]
License Agreement [Line Items]
Upfront Fee			$ 2,000
Income taxes			$ 300

RELATED PARTY TRANSACTIONS (Details Narrative) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($) ft² $ / shares shares	Mar. 31, 2017 USD ($)	Dec. 31, 2017 USD ($)
Related Party Transaction [Line Items]
Other research and development	$ 32,159	$ 20,376
Prepaid research and development	6,824		$ 8,056
Office Agreement [Member]
Related Party Transaction [Line Items]
Accounts payable	$ 400
Percentage of occupancy	45.00%
Area of land \| ft²	24,000
Average annual rental payments	$ 1,100
Rent expense	300	400
Deferred rent	$ 1,400
Operating lease, initial commitment period	15 years
Build out costs	$ 100
JBET Agreement [Member]
Related Party Transaction [Line Items]
Accounts payable	300		700
Costs and expenses, related party	200
Sublicense fee paid	1,000
LFB License Agreement [] [Member]
Related Party Transaction [Line Items]
Other research and development	130	27
Accounts payable	130		0
Prepaid research and development	$ 0		$ 0
Common stock issued \| shares	5,000,000
Warrant to purchase common stock \| shares	2,500,000
Price per share \| $ / shares	$ 0.001
Shared Services Agreement [Member]
Related Party Transaction [Line Items]
Costs and expenses, related party	$ 400	$ 300

Label	Element	Value
Restricted Cash	us-gaap_RestrictedCash	$ 588,000
Restricted Cash	us-gaap_RestrictedCash	$ 584,000