TG
THERAPEUTICS, INC.
52
Gansevoort Street, 9th Floor
New
York, New York 10014
September 5, 2019
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
TG
Therapeutics, Inc. (CIK 0001001316)
Application
for Withdrawal of Registration Statement on Form S-3 filed
on
August
30, 2019 (File No. 333-233565)
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933,
as amended, (the “Securities Act”), TG Therapeutics,
Inc., a Delaware corporation (the “Company”), hereby
requests the immediate withdrawal of the Company's registration
statement on Form S-3, which was initially filed with the
Securities and Exchange Commission (the “Commission”)
on August 30, 2019 under File Number 333-233565 (together with all
exhibits thereto, the “Registration Statement”). The
Registration Statement has not been declared effective by the
Commission, and no securities have been issued or sold under the
Registration Statement.
The
Company intended to file the Registration Statement under
submission type “S-3ASR” as an automatic shelf
registration statement of securities of a well-known seasoned
issuer, but due to an incorrect coding of the EDGAR submission
header, the Registration Statement was treated as a submission type
“S-3” rather than an immediately-effective
“S-3ASR” submission. The
Company is therefore requesting that the Registration Statement be
immediately withdrawn.
Following the withdrawal, the Company plans to file a replacement
Registration Statement under submission type
“S-3ASR.”
Should you have any questions regarding the foregoing
application for withdrawal,
please contact Mark McElreath, our legal counsel in connection with
the Registration Statement, at (212) 210-9595 or
mark.mcelreath@alston.com.
Very
truly yours,
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TG Therapeutics, Inc.
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By:
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/s/ Sean A.
Power
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Sean A.
Power
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Chief Financial
Officer
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Principal Financial
and Accounting Officer
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