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Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2018	Aug. 03, 2018
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
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		82,818,608

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 105,672	$ 56,718
Short-term investment securities	20,573	27,999
Interest receivable	87	108
Prepaid research and development	8,890	8,056
Other current assets	816	437
Total current assets	136,038	93,318
Restricted cash	1,237	587
Leasehold interest, net	2,376	2,429
Equipment, net	265	248
Goodwill	799	799
Total assets	140,715	97,381
Current liabilities:
Accounts payable and accrued expenses	35,394	25,877
Accrued compensation	1,182	1,800
Current portion of deferred revenue	152	152
Notes payable	210	128
Total current liabilities	36,938	27,957
Deferred rent	1,411	1,364
Deferred revenue, net of current portion	990	1,067
Total liabilities	39,339	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 June 30, 2018 and December 31, 2017)	0	0
Common stock, $0.001 par value per share (150,000,000 shares authorized, 82,539,417 and 73,181,750 shares issued, 82,498,108 and 73,140,441 shares outstanding at June 30, 2018 and December 31, 2017, respectively)	82	73
Additional paid-in capital	542,062	422,017
Treasury stock, at cost, 41,309 shares at June 30, 2018 and December 31, 2017	(234)	(234)
Accumulated deficit	(440,534)	(354,863)
Total stockholders’ equity	101,376	66,993
Total liabilities and stockholders’ equity	$ 140,715	$ 97,381

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 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	82,539,417	73,181,750
Common stock, shares outstanding	82,498,108	73,140,441
Treasury stock, shares	41,309	41,309

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
License revenue	$ 38	$ 38	$ 76	$ 76
Research and development:
Non-cash stock expense associated with in-licensing agreements	3,000	0	4,000	0
Noncash compensation	888	1,266	3,747	3,573
Other research and development	34,812	25,440	65,971	45,815
Total research and development	38,700	26,706	73,718	49,388
General and administrative:
Noncash compensation	3,375	223	7,854	3,913
Other general and administrative	2,308	1,534	4,426	2,867
Total general and administrative	5,683	1,757	12,280	6,780
Total costs and expenses	44,383	28,463	85,998	56,168
Operating loss	(44,345)	(28,425)	(85,922)	(56,092)
Other (income) expense:
Interest income	(189)	(50)	(333)	(95)
Other (income) expense	(14)	(22)	82	84
Total other income, net	(203)	(72)	(251)	(11)
Net loss	$ (44,142)	$ (28,353)	$ (85,671)	$ (56,081)
Basic and diluted net loss per common share	$ (0.59)	$ (0.45)	$ (1.18)	$ (0.96)
Weighted average shares used in computing basic and diluted net loss per common share	74,256,348	63,288,269	72,456,657	58,251,045

Condensed Consolidated Statement of Stockholders' Equity - 6 months ended Jun. 30, 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)	1,420,511
Issuance of restricted stock	$ 1	(1)
Forfeiture of restricted stock (in shares)	(130,661)
Issuance of common stock in At-the-Market offerings (net of offering costs of $1.9 million) (in shares)	7,733,949
Issuance of common stock in At-the-Market offerings (net of offering costs of $1.9 million)	$ 8	104,445			104,453
Compensation in respect of restricted stock granted to employees, directors and consultants		11,601			11,601
Shares issued in connection with in-licensing agreements (in shares)	333,868
Shares issued in connection with in-licensing agreements		4,000			4,000
Net loss				(85,671)	(85,671)
Balance (in shares) at Jun. 30, 2018	82,539,417		41,309
Balance at Jun. 30, 2018	$ 82	$ 542,062	$ (234)	$ (440,534)	$ 101,376

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (85,671)	$ (56,081)
Adjustments to reconcile net loss to net cash used in operating activities:
Noncash stock compensation expense	11,601	7,485
Noncash licensing expense	4,000	0
Depreciation	41	41
Amortization of premium on investment securities	(9)	45
Change in fair value of notes payable	82	84
Changes in assets and liabilities:
Increase in other current assets	(1,213)	(4,252)
Decrease in leasehold interest	53	75
Decrease in accrued interest receivable	22	41
Decrease in other assets	0	395
Increase in accounts payable and accrued expenses	8,898	3,068
Increase in deferred rent	46	45
Decrease in deferred revenue	(76)	(76)
Net cash used in operating activities	(62,226)	(49,130)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment	(58)	(2)
Investment in held-to-maturity securities	(6,965)	0
Proceeds from maturity of short-term securities	14,400	11,000
Net cash provided by investing activities	7,377	10,998
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the exercise of warrants	0	2,143
Proceeds from sale of common stock, net	104,453	88,562
Net cash provided by financing activities	104,453	90,705
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	49,604	52,573
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD	57,305	25,614
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	106,909	78,187
Reconciliation to amounts on consolidated balance sheets:
Total cash, cash equivalents and restricted cash	106,909	25,614
NONCASH TRANSACTIONS
Accrued financing costs	0	234
Reclassification of deferred financing costs to additional paid-in capital	$ 0	$ (3)

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 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, we have recently brought our anti-PD-L1 monoclonal antibody into Phase 1 development and aim 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 consolidated December 31, 2017 balance sheet has been derived from these statements. The results of operations for the six months ended June 30, 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 six months ended June 30, 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 and expect to continue to incur operating losses for the foreseeable future and, may never become profitable. As of June 30, 2018, we have an accumulated deficit of approximately $440.5 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 completing any post-approval regulatory obligations; and successfully commercializing 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 June 30, 2018, we had approximately $126.3 million in cash, cash equivalents, investment securities, and interest receivable. The Company believes its cash, cash equivalents, investment securities, and interest receivable on hand as of June 30, 2018 combined with the proceeds raised subsequent to the quarter end will be sufficient to fund the Company’s planned operations into the fourth quarter of 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 strategic plan, including the commercialization of any of our drug candidates (see Note 5 for further details).

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

Recently Issued Accounting Standards

In July 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2018-11, “Leases - Targeted Improvements” (“ASU 2018-11”) as an update to ASU 2016-02, Leases (“ASU 2016-02” or “Topic 842”) issued on February 25, 2016. ASU 2016-02 is effective for public business entities for fiscal years beginning January 1, 2019. ASU 2016-02 required companies to adopt the new leases standard at the beginning of the earliest period presented in the financial statements, which is January 1, 2017, using a modified retrospective transition method where lessees must recognize lease assets and liabilities for all leases even though those leases may have expired before the effective date of January 1, 2017. Lessees must also provide the new and enhanced disclosures for each period presented, including the comparative periods.

ASU 2018-11 provides an entity with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP (Topic 840, Leases). An entity that elects this additional (and optional) transition method must provide the required Topic 840 disclosures for all periods that continue to be in accordance with Topic 840. The amendments do not change the existing disclosure requirements in Topic 840. An entity shall apply the effects of modification using one of the following two methods:

●

Retrospectively to each prior reporting period presented in the financial statements with the cumulative effect of initially applying ASU 2018-11 recognized at the beginning of the earliest comparative period presented. Under this transition method, the application date shall be the later of the beginning of the earliest period presented in the financial statements and the commencement date of the lease.

●	Retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment. Under this transition method, the application date shall be the beginning of the reporting period in which the entity first applies ASU 2018-11.

ASU 2018-11 is effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with earlier adoption permitted. We are currently evaluating the impact the adoption of ASU 2018-11 will have on our consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). ASU 2018-07 expands the scope of FASB Topic 718, Compensation – Stock Compensation (“Topic 718”) to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should only remeasure equity-classified awards for which a measurement date has not been established through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Upon transition, the entity is required to measure these nonemployee awards at fair value as of the adoption date. The entity must not remeasure assets that are completed. Disclosures required at transition include the nature of and reason for the change in accounting principle and, if applicable, quantitative information about the cumulative effect of the change on retained earnings or other components of equity.

ASU 2018-07 is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. We are currently evaluating the impact the adoption of ASU 2018-07 will have on our consolidated financial statements.

In May 2017, the FASB issued 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 June 30, 2018.

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 June 30, 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 June 30, 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 June 30, 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 consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with 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. Actual results could differ from those estimates. Such differences could be material to the consolidated financial statements.

Cash and Cash Equivalents

We treat liquid investments with original maturities of three months or less when purchased as cash and cash equivalents.

Restricted Cash

We record cash pledged or held in trust as restricted cash. As of June 30, 2018 and December 31, 2017, we have approximately $1.2 million and $0.6 million, respectively, of restricted cash pledged to secure a line of credit as a security deposit for an Office Agreement (see Note 8).

Investment Securities

Investment securities at June 30, 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 would be 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

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. Non-refundable 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 liability 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, costs related to agreements with CRO’s, 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 June 30, 2018 and December 31, 2017, we recorded approximately $8.9 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.

Stock-Based Compensation

We recognize all share-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 share-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 share-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 restricted stock 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 period presented or because such potentially dilutive securities were out of the money and the Company realized net income during the period presented. The following outstanding shares of common stock equivalents were excluded from the computation of net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive:

	Three and Six Months Ended June 30,
	2018		2017
Unvested restricted shares		4,589,940		4,275,762
Stock options		560,000		--
Shares issuable upon note conversion		15,950		15,181
Total		5,165,890		4,290,943

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

6 Months Ended

Jun. 30, 2018

Cash and Cash Equivalents [Abstract]

CASH AND CASH EQUIVALENTS

The following tables summarize our cash and cash equivalents at June 30, 2018 and December 31, 2017:

(in thousands)	June 30, 2018		December 31, 2017

Checking and bank deposits	$	96,995	$	55,682
Money market funds		8,677		1,036
Total	$	105,672	$	56,718

INVESTMENT SECURITIES

6 Months Ended

Jun. 30, 2018

Investments, Debt and Equity Securities [Abstract]

INVESTMENT SECURITIES

Our investments as of June 30, 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 June 30, 2018 and December 31, 2017:

(in thousands)	June 30, 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 July 2018 and April 2019) (held-to-maturity)	$	20,573	$	--	$	17	$	20,556
Total short-term investment securities	$	20,573	$	--	$	17	$	20,556

	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

6 Months Ended

Jun. 30, 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 June 30, 2018 and December 31, 2017, the fair values of cash and cash equivalents, restricted cash, accounts payable, 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. 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 including accrued and unpaid interest of the 5% Notes was approximately $17.9 million at June 30, 2018 and $17.5 million at December 31, 2017. No payments have been made on the 5% Notes as of June 30, 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 June 30, 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 June 30, 2018 and December 31, 2017:

(in thousands)	Financial liabilities at fair value as of June 30, 2018
	Level 1		Level 2		Level 3		Total

5% Notes	$	--	$	--	$	210	$	210
Total	$	--	$	--	$	210	$	210

	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 six months ended June 30, 2018:

(in thousands)

Fair value at December 31, 2017	$	128
Interest accrued on face value of 5% Notes		436
Change in fair value of Level 3 liabilities		(354	)
Fair value at June 30, 2018	$	210

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

6 Months Ended

Jun. 30, 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.

In July 2018, we filed a shelf registration statement on Form S-3 (the “2018 S-3”) pursuant to the Joint Venture and License Option Agreement, dated June 18, 2018, by and between TG Therapeutics, Inc. and Novimmune S.A. (“Novimmune”), pursuant to which we issued 216,294 common shares to Novimmune. The 2018 S-3 was declared effective in July 2018.

During the six months ended June 30, 2018, we sold a total of 7,733,949 shares of common stock under the 2017 ATM for aggregate total gross proceeds of approximately $106.3 million at an average selling price of $13.75 per share, resulting in net proceeds of approximately $104.5 million after deducting commissions and other transactions costs.

Subsequent to the second quarter, from July 1, 2018 through August 7, 2018, we sold an aggregate of 358,000 shares of common stock pursuant to the 2017 ATM for total gross proceeds of approximately $4.7 million at an average selling price of $13.00 per share, resulting in net proceeds of approximately $4.6 million after deducting commissions and other transactions costs.

The 2017 S-3 is currently our only active shelf registration statement, pursuant to which we can issue shares in an offering. After deducting shares already sold there is approximately $145.9 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 2018. Pursuant to this amendment, 6,000,000 shares were added to the 2012 Incentive Plan. As of June 30, 2018, 560,000 options were outstanding and up to an additional 4,654,278 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 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 of the Company. 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 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 560,000 and zero stock options during the six months ended June 30, 2018 and 2017, respectively.

The following table summarizes stock option activity for the three months ended June 30, 2018:

	Number of shares		Weighted- average exercise price		Weighted- average Contractual Term		Aggregate Intrinsic Value
					(in years)
Outstanding at December 31, 2017		--	$	--		--	$	--
Granted		560,000		11.56
Exercised		--		--
Forfeited		--		--
Expired		--		--
Outstanding at June 30, 2018		560,000	$	11.56		9.65	$	897,250

Exercisable at June 30, 2018		--	$	11.56		--	$	--

As of June 30, 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 six months ended June 30, 2018:

	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2017		6,321,643		$	7.17
Granted		1,420,511			13.32
Vested		(1,521,550	)		9.46
Forfeited		(130,661	)		8.30
Outstanding at June 30, 2018		6,089,943		$	8.01

Total expense associated with restricted stock grants was approximately $4.3 million and $1.5 million during the three months ended June 30, 2018 and 2017, respectively, and $11.6 million, and $7.5 million during the six months ended June 30, 2018 and 2017, respectively. As of June 30, 2018, there was approximately $11.0 million of total unrecognized compensation cost related to unvested time-based restricted stock, which is expected to be recognized over a weighted-average period of 1.2 years. The unrecognized compensation amount does not include, as of June 30, 2018, 1,128,011 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 for non-employee awards 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.

NOTES PAYABLE

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

NOTES PAYABLE

The following is a summary of notes payable:

	June 30, 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	$	210	$	-	$	210	$	128	$	-	$	128
Total	$	210	$	-	$	210	$	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 $17.9 million at June 30, 2018 and $17.5 million at December 31, 2017. No payments have been made on the 5% Notes as of June 30, 2018.

LICENSE AGREEMENTS

6 Months Ended

Jun. 30, 2018

License Agreement [Abstract]

LICENSE AGREEMENTS

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 being recognized as license revenue on a straight-line basis over the life of the agreement, which is through the expiration of the last licensed patent right or 15 years after the first commercial sale of a product in such country, unless the agreement is earlier terminated, and represents the estimated period over which we will have certain ongoing responsibilities under the sublicense agreement. We recorded license revenue of approximately $38,000 for each of the three months ended June 30, 2018 and 2017, and $76,000 for each of the six months ended June 30, 2018 and 2017 and, at June 30, 2018 and December 31, 2017, have deferred revenue of approximately $1.1 million and $1.2 million, respectively, associated with this $2.0 million payment (approximately $152,000 of which has been classified in current liabilities at June 30, 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.

TG-1701: BTK

In January 2018, we entered into a global exclusive license agreement with Jiangsu Hengrui Medicine Co. (“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 TG1701 (SHR1459or EBI1459) or TG1702 (SHR1266 or EBI1266). 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-1801: anti-CD47/anti-CD19

In June 2018, we entered into a Joint Venture and License Option Agreement with Novimmune SA (“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. Pursuant to the agreement, in June 2018 we paid Novimmnue an upfront payment of $3.0 million in our common stock. Further 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.

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 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.

Under the terms of the LFB License Agreement, we utilize LFB Group for certain development and manufacturing services. We incurred expenses of approximately $38,000 and $400,000 during the three months ended June 30, 2018 and 2017, respectively, and $0.2 million and $0.5 million during the six months ended June 30, 2018 and 2017, respectively, which have been included in other research and development expenses in the accompanying condensed consolidated statements of operations. As of June 30, 2018 and December 31, 2017, we had approximately $37,000 and zero, respectively, recorded in accounts payable related to the LFB License Agreement.

Other Parties

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 and six months ended June 30, 2018, we recorded rent expense of approximately $0.3 million and $0.7 million, respectively, and at June 30, 2018, have deferred rent of approximately $1.4 million. As of June 30, 2018 and December 31, 2017, we have approximately $1.2 million and $0.6 million, respectively, of restricted cash pledged to secure a line of credit as a security deposit related to the Office Agreement. 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 buildout 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 June 30, 2018, we had approximately $0.4 million recorded in accounts payable related to FBIO, none of which 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 $1.1 million and $0.7 million for shared services for the six months ended June 30, 2018 and 2017, respectively, and expenses of approximately $0.7 million and $0.4 million for the three months ended June 30, 2018 and 2017, primarily related to shared personnel.

In May 2016, as part of a broader agreement with Jubilant Biosys (“Jubilant”), an India-based biotechnology company, we entered into a sublicense agreement (“JBET Agreement”) with Checkpoint Therapeutics, Inc. (“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 June 30, 2018 and 2017, we had approximately $0.1 million and $0.8 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)

6 Months Ended

Jun. 30, 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 six months ended June 30, 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

●

●	Retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment. Under this transition method, the application date shall be the beginning of the reporting period in which the entity first applies ASU 2018-11.

●

●	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.

●

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

Other pronouncements issued by the FASB or other authoritative accounting standards with future effective dates are either not applicable or not significant to our consolidated financial statements.

Use of Estimates

Cash and Cash Equivalents

We treat liquid investments with original maturities of three months or less 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 and Six Months Ended June 30,
	2018		2017
Unvested restricted shares		4,589,940		4,275,762
Stock options		560,000		--
Shares issuable upon note conversion		15,950		15,181
Total		5,165,890		4,290,943

Long-Lived Assets and Goodwill

Rent Expense and Deferred Rent

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

	Three and Six Months Ended June 30,
	2018		2017
Unvested restricted shares		4,589,940		4,275,762
Stock options		560,000		--
Shares issuable upon note conversion		15,950		15,181
Total		5,165,890		4,290,943

CASH AND CASH EQUIVALENTS (Tables)

6 Months Ended

Jun. 30, 2018

Cash and Cash Equivalents [Abstract]

Schedule of Cash and Cash Equivalents

(in thousands)	June 30, 2018		December 31, 2017

Checking and bank deposits	$	96,995	$	55,682
Money market funds		8,677		1,036
Total	$	105,672	$	56,718

INVESTMENT SECURITIES (Tables)

6 Months Ended

Jun. 30, 2018

Investments, Debt and Equity Securities [Abstract]

Held-to-maturity Securities

(in thousands)	June 30, 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 July 2018 and April 2019) (held-to-maturity)	$	20,573	$	--	$	17	$	20,556
Total short-term investment securities	$	20,573	$	--	$	17	$	20,556

	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 (Tables)

6 Months Ended

Jun. 30, 2018

Fair Value Disclosures [Abstract]

Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis

(in thousands)	Financial liabilities at fair value as of June 30, 2018
	Level 1		Level 2		Level 3		Total

5% Notes	$	--	$	--	$	210	$	210
Total	$	--	$	--	$	210	$	210

	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		436
Change in fair value of Level 3 liabilities		(354	)
Fair value at June 30, 2018	$	210

STOCKHOLDERS' EQUITY (Tables)

6 Months Ended

Jun. 30, 2018

Stockholders' Equity Note [Abstract]

Schedule Of Stock Options Activity

	Number of shares		Weighted- average exercise price		Weighted- average Contractual Term		Aggregate Intrinsic Value
					(in years)
Outstanding at December 31, 2017		--	$	--		--	$	--
Granted		560,000		11.56
Exercised		--		--
Forfeited		--		--
Expired		--		--
Outstanding at June 30, 2018		560,000	$	11.56		9.65	$	897,250

Exercisable at June 30, 2018		--	$	11.56		--	$	--

Schedule of Nonvested Restricted Stock Units Activity

	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2017		6,321,643		$	7.17
Granted		1,420,511			13.32
Vested		(1,521,550	)		9.46
Forfeited		(130,661	)		8.30
Outstanding at June 30, 2018		6,089,943		$	8.01

NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Schedule of Debt

	June 30, 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	$	210	$	-	$	210	$	128	$	-	$	128
Total	$	210	$	-	$	210	$	128	$	-	$	128

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Significant Accounting Policies [Line Items]
Antidilutive Securities Excluded From Computation Of Earnings Per Share, Amount	5,165,890	4,290,943	5,165,890	4,290,943
Unvested Restricted Shares [Member]
Significant Accounting Policies [Line Items]
Antidilutive Securities Excluded From Computation Of Earnings Per Share, Amount	4,589,940	4,275,762	4,589,940	4,275,762
Stock Options [Member]
Significant Accounting Policies [Line Items]
Antidilutive Securities Excluded From Computation Of Earnings Per Share, Amount	560,000	0	560,000	0
Share Issuable Upon Note Conversion [Member]
Significant Accounting Policies [Line Items]
Antidilutive Securities Excluded From Computation Of Earnings Per Share, Amount	15,950	15,181	15,950	15,181

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Accounting Policies [Abstract]
Accumulated deficit	$ (440,534)		$ (440,534)		$ (354,863)
Restricted cash and investments	1,200		1,200		600
Prepaid research and development	$ 8,890		$ 8,890		$ 8,056
Antidilutive securities excluded from computation of earnings per share, amount	5,165,890	4,290,943	5,165,890	4,290,943

CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017	Jun. 30, 2017
Cash and Cash Equivalents [Abstract]
Checking and bank deposits	$ 96,995	$ 55,682
Money market funds	8,677	1,036
Total	$ 105,672	$ 56,718	$ 77,602

INVESTMENT SECURITIES (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
INVESTMENT SECURITIES (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Schedule of Held-to-maturity Securities [Line Items]
Amortized cost, as adjusted	$ 20,573	$ 27,999
Gross unrealized holding gains	0	0
Gross unrealized holding losses	17	35
Estimated fair value	20,556	27,964
Short-term Investments [Member] \| US Government Agencies Debt Securities [Member]
Schedule of Held-to-maturity Securities [Line Items]
Amortized cost, as adjusted	20,573	27,999
Gross unrealized holding gains	0	0
Gross unrealized holding losses	17	35
Estimated fair value	$ 20,556	$ 27,964

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
5% Notes	$ 210	$ 128
Totals	210	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	210	128
Totals	$ 210	$ 128

FAIR VALUE MEASUREMENTS (Details 1) $ in Thousands	6 Months Ended
FAIR VALUE MEASUREMENTS (Details 1) $ in Thousands	Jun. 30, 2018 USD ($)
Fair Value Disclosures [Abstract]
Fair value at December 31, 2017	$ 128
Interest accrued on face value of 5% Notes	436
Change in fair value of Level 3 liabilities	(354)
Fair value at June 30, 2018	$ 210

FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Fair Value Measurements
Cumulative Liability	$ 17,900	$ 17,500

STOCKHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Statement of Stockholders' Equity [Abstract]
Number of shares, Outstanding Beginning Balance	0
Number of shares, Granted	560,000	0
Number of shares, Exercised	0
Number of shares, Forfeited	0
Number of shares, Expired	0
Number of shares, Outstanding Ending Balance	560,000
Number of shares, Exercisable at June 30, 2018	0
Weighted - average exercise price, Outstanding Beginning Balance	$ 0.00
Weighted - average exercise price, Granted	11.56
Weighted - average exercise price, Exercised	0.00
Weighted - average exercise price, Forfeited	0.00
Weighted - average exercise price, Expired	0.00
Weighted - average exercise price, Outstanding Ending Balance	11.56
Weighted - average exercise price, Exercisable at June 30, 2018	$ 11.56
Weighted - average Contractual Term (in years)	9 years 7 months 24 days
Aggregate Intrinsic Value, Outstanding Ending Balance	$ 897,250
Aggregate Intrinsic Value, Exercisable at June 30, 2018	$ 0

STOCKHOLDERS' EQUITY (Details 1) - Restricted Stock [Member]	6 Months Ended
	Jun. 30, 2018 $ / shares shares
EquityIncentivePlansRestrictedStockActivityLineItemLineItems [Line Items]
Number of Shares, Outstanding at Begining Balance \| shares	6,321,643
Number of Shares, Granted \| shares	1,420,511
Number of Shares, Vested \| shares	(1,521,550)
Number of Shares, Forfeited \| shares	(130,661)
Number of Shares, Outstanding at Ending Balance \| shares	6,089,943
Weighted Average Grant Date Fair Value, Outstanding at Begining Balance \| $ / shares	$ 7.17
Weighted Average Grant Date Fair Value, Granted \| $ / shares	13.32
Weighted Average Grant Date Fair Value, Vested \| $ / shares	9.46
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	8.30
Weighted Average Grant Date Fair Value, Outstanding at Ending Balance \| $ / shares	$ 8.01

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Aug. 07, 2018	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Preferred stock, shares authorized		10,000,000		10,000,000		10,000,000
Preferred stock, par value (in dollars per share)		$ 0.001		$ 0.001		$ 0.001
Common Stock, Shares Authorized		150,000,000		150,000,000		150,000,000
Common stock, par value (in dollars per share)		$ 0.001		$ 0.001		$ 0.001
Options outstanding		560,000		560,000		0
Common stock available for sale				$ 145,900
Shares forfeited under the Amendment				0
Share-based Compensation, Total				$ 11,601	$ 7,485
Period of recognition				1 year 2 months 12 days
Options granted				560,000	0
Non Employee Restricted Stock [Member]
Share-based Compensation, Total		$ 4,300	$ 1,500	$ 11,600	$ 7,500
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	358,000			7,733,949
Gross proceeds from sale off common stock	$ 4,700			$ 106,300
Selling price per share	$ 13.00			$ 13.75
Net proceeds from sale off common stock	$ 4,600			$ 104,500
2012 Incentive Plan
Shares available under 2012 Plan		4,654,278		4,654,278
Shares added to 2012 Plan		6,000,000		6,000,000

NOTES PAYABLE (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Notes Payable [Line Items]
Notes payable, Current portion, net	$ 210	$ 128
Notes payable, Non-current portion, net	0	0
Total	210	128
Convertible Notes [Member]
Notes Payable [Line Items]
Notes payable, Current portion, net	210	128
Notes payable, Non-current portion, net	0	0
Total	$ 210	$ 128

NOTES PAYABLE (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017	Dec. 31, 2011
Cumulative Liability	$ 17,900	$ 17,500
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	$ 17,900	$ 17,500
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		6 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2012	Dec. 31, 2017
License Agreement [Line Items]
License revenue	$ 38	$ 38	$ 76	$ 76
Deferred Revenue, current	152		152			$ 152
TG-1101 [Member]
License Agreement [Line Items]
Deferred Revenue	$ 1,100		$ 1,100			$ 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		6 Months Ended
	Jun. 30, 2018 USD ($) ft²	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($) ft² $ / shares shares	Jun. 30, 2017 USD ($)	Dec. 31, 2017 USD ($)
Related Party Transaction [Line Items]
Other research and development	$ 34,812	$ 25,440	$ 65,971	$ 45,815
Office Agreement [Member]
Related Party Transaction [Line Items]
Accounts payable	$ 400		$ 400
Percentage of occupancy	45.00%		45.00%
Area of land \| ft²	24,000		24,000
Average annual rental payments	$ 1,100		$ 1,100
Rent expense	300		700
Deferred rent	$ 1,400		1,400
Operating lease, initial commitment period	15 years
JBET Agreement [Member]
Related Party Transaction [Line Items]
Accounts payable	$ 100	800	100	800	$ 700
LFB License Agreement [] [Member]
Related Party Transaction [Line Items]
Other research and development			38	400
Accounts payable	37		$ 37		$ 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	$ 700	$ 400	$ 1,100	$ 700

Label	Element	Value
Restricted Cash	us-gaap_RestrictedCash	$ 1,237,000
Restricted Cash	us-gaap_RestrictedCash	$ 585,000