0001558370-21-002149 | 10-K | XBRL Viewer

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2020	Feb. 24, 2021	Jun. 30, 2020
Document And Entity Information [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2020
Document Transition Report	false
Entity File Number	1-32639
Entity Registrant Name	TG THERAPEUTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-3898269
Entity Address, Address Line One	2 Gansevoort St.
Entity Address, Address Line Two	9th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10014
City Area Code	212
Local Phone Number	554-4484
Title of 12(b) Security	Common Stock
Trading Symbol	TGTX
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	No
Entity Filer Category	Large Accelerated Filer
ICFR Auditor Attestation Flag	true
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 2,163,126,348
Entity Common Stock, Shares Outstanding		140,586,187
Entity Central Index Key	0001001316
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	false

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 553,439	$ 112,637
Short-term investment securities	51,987	27,798
Prepaid research and development	5,231	8,105
Other current assets	1,083	611
Total current assets	611,740	149,151
Restricted cash	1,259	1,251
Leasehold interest, net	2,051	2,129
Equipment, net	481	282
Right-of-use-assets	9,312	9,402
Goodwill	799	799
Total assets	625,642	163,014
Current liabilities:
Accounts payable and accrued expenses	37,014	30,041
Other current liabilities	18,236	48,994
Loan payable - current portion	22,179	0
Lease liability - current portion	1,669	1,616
Accrued compensation	8,456	3,798
Total current liabilities	87,554	84,449
Deferred revenue, net of current portion	610	762
Long-term debt	7,716	28,970
Lease liability - non-current	10,412	10,218
Total liabilities	106,292	124,399
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value per share (10,000,000 shares authorized, none issued and outstanding as of December 31, 2020 and December 31, 2019)	0	0
Common stock, $0.001 par value per share (150,000,000 shares authorized, 140,617,606 and 109,425,243 shares issued, 140,576,297 and 109,383,934 shares outstanding at December 31, 2020 and December 31, 2019, respectively)	141	109
Additional paid-in capital	1,500,040	739,956
Treasury stock, at cost, 41,309 shares at December 31, 2020 and December 31, 2019	(234)	(234)
Accumulated deficit	(980,597)	(701,216)
Total stockholders' equity	519,350	38,615
Total liabilities and stockholders' equity	$ 625,642	$ 163,014

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Statement [Abstract]
License revenue	$ 152	$ 152	$ 152
Research and development:
Noncash stock expense associated with in-licensing agreements	0	100	4,000
Noncash compensation	13,962	5,811	5,598
Other research and development	151,934	148,269	149,793
Total research and development	165,896	154,180	159,391
General and administrative:
Noncash compensation	66,327	5,523	7,288
Other general and administrative	41,523	9,504	7,873
Total general and administrative	107,850	15,027	15,161
Total costs and expenses	273,746	169,207	174,552
Operating loss	(273,594)	(169,055)	(174,400)
Other expense (income):
Interest expense	6,329	5,287	877
Other income	(542)	(1,471)	(1,795)
Total other expense (income), net	5,787	3,816	(918)
Net loss	$ (279,381)	$ (172,871)	$ (173,482)
Basic and diluted net loss per common share (in dollars per share)	$ (2.42)	$ (1.96)	$ (2.30)
Weighted average shares used in computing basic and diluted net loss per common share (in shares)	115,333,693	88,368,844	75,466,813

Consolidated Statements of Equity - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2017	$ 73	$ 422,017	$ (234)	$ (354,863)	$ 66,993
Balance (in shares) at Dec. 31, 2017	73,181,750		41,309
Issuance of restricted stock	$ 2	(2)
Issuance of restricted stock (in shares)	1,562,211
Forfeiture of restricted stock (in shares)	(191,196)
Issuance of common stock in At-the-Market offerings (net of offering costs)	$ 9	113,630			113,639
Issuance of common stock in At-the-Market offerings (net of offering costs) (in shares)	9,025,222
Compensation in respect of restricted stock granted to employees, directors and consultants		12,886			12,886
Shares issued in connection with in-licensing agreements		4,000			4,000
Shares issued in connection with in-licensing agreements (in shares)	333,868
Net loss				(173,482)	(173,482)
Balance at Dec. 31, 2018	$ 84	552,531	$ (234)	(528,345)	24,036
Balance (in shares) at Dec. 31, 2018	83,911,855		41,309
Issuance of restricted stock	$ 1	(1)
Issuance of restricted stock (in shares)	1,851,520
Warrants issued with debt financing		993			993
Forfeiture of restricted stock (in shares)	(116,463)
Issuance of common stock (net of offering costs)	$ 10	77,465			77,475
Issuance of common stock (net of offering costs) (in shares)	10,149,783
Issuance of common stock in At-the-Market offerings (net of offering costs)	$ 14	97,533			97,547
Issuance of common stock in At-the-Market offerings (net of offering costs) (in shares)	13,620,165
Compensation in respect of restricted stock granted to employees, directors and consultants		11,335			11,335
Shares issued in connection with in-licensing agreements		100			100
Shares issued in connection with in-licensing agreements (in shares)	8,383
Net loss				(172,871)	(172,871)
Balance at Dec. 31, 2019	$ 109	739,956	$ (234)	(701,216)	38,615
Balance (in shares) at Dec. 31, 2019	109,425,243		41,309
Issuance of common stock in connection with exercise of options		146			146
Issuance of common stock in connection with exercise of options	35,814
Issuance of restricted stock	$ 5	(5)
Issuance of restricted stock (in shares)	4,909,829
Forfeiture of restricted stock (in shares)	(128,666)
Issuance of common stock (net of offering costs)	$ 17	462,212			462,229
Issuance of common stock (net of offering costs) (in shares)	17,043,000
Issuance of common stock in At-the-Market offerings (net of offering costs)	$ 10	217,442			217,452
Issuance of common stock in At-the-Market offerings (net of offering costs) (in shares)	9,332,386
Compensation in respect of restricted stock granted to employees, directors and consultants		80,289			80,289
Net loss				(279,381)	(279,381)
Balance at Dec. 31, 2020	$ 141	$ 1,500,040	$ (234)	$ (980,597)	$ 519,350
Balance (in shares) at Dec. 31, 2020	140,617,606		41,309

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (279,381)	$ (172,871)	$ (173,482)
Adjustments to reconcile net loss to net cash used in operating activities:
Total expenses	80,289	11,335	12,886
Shares issued in connection with in-licensing agreement	0	100	4,000
Depreciation and amortization	158	100	88
Amortization of premium on investment securities	(30)	(257)	(119)
Amortization of debt issuance costs	925	772	0
Amortization of leasehold interest	216	182	135
Noncash change in lease liability and right-of-use asset	2,325	2,519	0
Change in fair value of notes payable	748	124	(61)
Changes in assets and liabilities:
Decrease (increase) in other current assets	2,263	1,395	(1,638)
(Increase) decrease in accrued interest receivable	(6)	(11)	14
Increase (decrease) in accounts payable and accrued expenses	11,631	(4,795)	10,957
(Decrease) increase in lease liabilities	(1,988)	(1,548)	0
(Decrease) Increase in interest payable	(43)	1,491	0
(Decrease) increase in other liabilities	(31,462)	28,810	18,350
Decrease in deferred revenue	(152)	(152)	(152)
Net cash used in operating activities	(214,507)	(132,806)	(128,925)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturity of short-term securities	43,250	29,250	32,500
Investment in held-to-maturity securities	(67,403)	(29,837)	(31,230)
Purchases of equipment	(357)	(131)	(90)
Net cash (used in) provided by investing activities	(24,510)	(718)	1,180
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock, net	679,680	175,021	113,639
Proceeds from exercise of options	147	0	0
Proceeds from debt financings	0	29,987	0
Financing costs paid	0	(795)	0
Net cash provided by financing activities	679,827	204,213	113,639
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	440,810	70,689	(14,106)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR	113,888	43,199	57,305
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR	$ 554,698	$ 113,888	$ 43,199

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2020

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

TG Therapeutics is a fully-integrated, commercial stage biopharmaceutical company focused on the acquisition, development and commercialization of novel treatments for B-cell malignancies and autoimmune diseases. In addition to an active research pipeline including five investigational medicines across these therapeutic areas, we have received accelerated approval from the U.S. Food and Drug Administration (FDA) for UKONIQ(umbralisib), for the treatment of adult patients with relapsed or refractory marginal zone lymphoma who have received at least one prior anti-CD20-based regimen and relapsed or refractory follicular lymphoma who have received at least three prior lines of systemic therapies. Currently, we have two programs in Phase 3 development for the treatment of patients with relapsing forms of multiple sclerosis (RMS) and patients with chronic lymphocytic leukemia (CLL) and several investigational medicines in Phase 1 clinical development. We also actively evaluate complementary products, technologies and companies for in-licensing, partnership, acquisition and/or investment opportunities.

LIQUIDITY AND CAPITAL RESOURCES

We have incurred operating losses since our inception, and expect to continue to incur operating losses for the foreseeable future and may never become profitable. As of December 31, 2020, we have an accumulated deficit of $980.6 million.

Our major sources of cash have been proceeds from the private placement and public offering of equity securities, and in 2019 from our loan and security agreement executed with Hercules Capital, Inc. (“Hercules”) (see Note 7 for more information). As of December 31, 2020 we had not yet generated revenue from drug sales of UKONIQ. UKONIQ first became commercially available in the United States in February of 2021. Even with the commercialization of UKONIQ and the future commercialization of our other drug candidates, we may not become profitable. Our ability to achieve profitability depends on our ability to generate revenue and many other factors, including our ability to obtain regulatory approval for our drug candidates; successfully complete any post-approval regulatory obligations; and successfully commercialize our drug candidates alone or in partnership. We may continue to incur substantial operating losses even if we begin to generate revenues from our drug candidates.

As of December 31, 2020, we had $605.4 million in cash and cash equivalents, and investment securities. We anticipate that our cash and cash equivalents, and investment securities as of December 31, 2020 will provide sufficient liquidity for more than a twelve-month period from the date of filing this Annual Report on Form 10-K , during which time the Company plans to continue to commercialize UKONIQ in the United States, which commenced in February 2021. 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 quoted 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 lease 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 lease standard will continue to be in accordance with Accounting Standards Codification (“ASC”) ASC 840, Leases (“ASC 840”). An entity that elects this additional (and optional) transition method must provide the required ASC 840 disclosures for all periods that continue to be in accordance with ASC 840. The amendments do not change the existing disclosure requirements in ASC 840.

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. The Company adopted ASU 2018-11 on January 1, 2019 using a modified retrospective method and will not restate comparative periods. We elected the package of practical expedients permitted under the transition guidance, which allows us to carry forward our historical lease classification and our assessment on whether a contract is or contains a lease. The adoption of this guidance resulted in the addition of material balances of ROU assets and lease liabilities to our consolidated balance sheets at January 1, 2019, primarily relating to our lease of office space (see Note 8). The impact to our consolidated statements of operations was not material as a result of this standard.

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. The Company adopted ASU 2018-07 on January 1, 2019. The adoption of ASU 2018-07 did not have a material effect on our consolidated financial statements as of January 1, 2019. The adoption of ASU 2018-07 had no impact on nonemployee performance awards as they are measured based on the outcome that is probable.

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 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 clinical trial expenses and stock-based compensation. Actual results could differ from those estimates. Such differences could be material to the financial statements.

CASH AND CASH EQUIVALENTS

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

RESTRICTED CASH

We record cash pledged or held in trust as restricted cash. As of December 31, 2020 and 2019, we have approximately $1.3 million of restricted cash pledged to secure a line of credit as a security deposit for an Office Agreement (see Note 8).

INVESTMENT SECURITIES

Investment securities at both December 31, 2020 and 2019 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. 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

Effective January 1, 2018, the Company began recognizing revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective transition method. The impact of adopting the new revenue standard was not material to our consolidated financial statements and there was no adjustment to beginning retained earnings on January 1, 2018. The core principle of this new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

●

Step 1: Identify the contract with the customer

●

Step 2: Identify the performance obligations in the contract

●

Step 3: Determine the transaction price

●

Step 4: Allocate the transaction price to the performance obligations in the contract

●

Step 5: Recognize revenue when the company satisfies a performance obligation

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met:

●

The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct).

●

The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

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 certain 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. Judgments and estimates must be made and used in determining the accrued balance and expense in any accounting period for expenses that are not explicitly defined by contractual rates and terms. 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 an initial negotiation and vary from contract to contract. Payments under these contracts may be uneven, and depend on factors such as the achievement of certain events, the successful recruitment of patients, the completion of portions of the clinical trial or similar conditions. As such, certain expense accruals related to clinical site costs are recognized based on our estimate of the degree of performance of the event or events specified in the specific clinical study or trial contract.

Prepaid research and development in our consolidated balance sheets includes, among other things, costs related to agreements with CROs, certain costs to third-party service providers related to development and manufacturing services as well as clinical development. These agreements often require payments in advance of services performed or goods received. Accordingly, as of December 31, 2020 and December 31, 2019, we recorded approximately $5.2 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. Refer to Note 9 for further information on impact of tax reform.

The Coronavirus Aid, Relief, and Economic Security Act of 2020 (“CARES Act”) was enacted on March 27, 2020 in response to the economic fallout of the COVID-19 pandemic in the United States. There are several provisions of the CARES Act that were considered in the December 31, 2020 year-end tax provision. However, the Company chose not to utilize any provisions or participate in certain programs due to lack of a benefit to the Company.

STOCK-BASED COMPENSATION

We recognize all stock-based payments to employees and non-employee directors (as compensation for service) as noncash compensation expense in the consolidated financial statements 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 recognized as they occur.

In addition, because some of the options, restricted stock and warrants issued to employees, consultants and other third parties vest upon achievement of certain milestones, the total expense is uncertain. Compensation expense for such awards that vest upon the achievement of milestones is recognized when the achievement of such milestones 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 amounts of potentially dilutive securities excluded from the calculation were 11,976,276, 8,361,739 and 6,528,932 at December 31, 2020, 2019 and 2018, respectively. During the years ended December 31, 2020, 2019 and 2018, the Company incurred a net loss; therefore, all of the securities are antidilutive and excluded from the computation of diluted loss per share.



	December 31,
	2020	2019	2018
Unvested restricted stock	9,285,020	5,591,786	4,595,689
Options	2,526,166	2,605,730	1,916,900
Warrants	147,058	147,058	—
Shares issuable upon note conversion	18,032	17,165	16,343
Total	11,976,276	8,361,739	6,528,932

LONG-LIVED ASSETS AND GOODWILL

Long-lived assets are reviewed for potential impairment when circumstances indicate that the carrying value of long-lived tangible and intangible assets with finite lives may not be recoverable. Management’s policy in determining whether an impairment indicator exists, a triggering event, comprises measurable operating performance criteria as well as qualitative measures. If an analysis is necessitated by the occurrence of a triggering event, we make certain assumptions in determining the impairment amount. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized.

Goodwill is reviewed for impairment annually, or earlier when events arise that could indicate that an impairment exists. We test for goodwill impairment using a two-step process. The first step compares the fair value of the reporting unit with the unit’s carrying value, including goodwill. When the carrying value of the reporting unit is greater than fair value, the unit’s goodwill may be impaired, and the second step must be completed to measure the amount of the goodwill impairment charge, if any. In the second step, the implied fair value of the reporting unit’s goodwill is compared with the carrying amount of the unit’s goodwill. If the carrying amount is greater than the implied fair value, the carrying value of the goodwill must be written down to its implied fair value. We will continue to perform impairment tests annually, at December 31, and whenever events or changes in circumstances suggest that the carrying value of an asset may not be recoverable. There was no impairment to goodwill as of December 31, 2020.

INVESTMENT SECURITIES

12 Months Ended

Dec. 31, 2020

INVESTMENT SECURITIES

INVESTMENT SECURITIES

NOTE 3 – INVESTMENT SECURITIES

Our investments as of December 31, 2020 and 2019 are classified as held-to-maturity. Held-to-maturity investments are recorded at amortized cost.

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


	December 31, 2020
	Amortized		Gross		Gross
	cost, as		unrealized		unrealized		Estimated fair
	adjusted		holding gains		holding losses		value
Short-term investments:
Obligations of domestic governmental agencies (maturing between January 2021 and December 2021) (held-to-maturity)	$	51,987	$	1	$	4	$	51,984
Total short-term investment securities	$	51,987	$	1	$	4	$	51,984


	December 31, 2019
	Amortized		Gross		Gross
	cost, as		unrealized		unrealized		Estimated fair
	adjusted		holding gains		holding losses		value
Short-term investments:
Obligations of domestic governmental agencies (maturing between January 2020 and September 2020) (held-to-maturity)	$	27,798	$	28	$	—	$	27,826
Total short-term investment securities	$	27,798	$	28	$	—	$	27,826

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2020

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 4 – FAIR VALUE MEASUREMENTS

We measure certain financial assets and liabilities at fair value on a recurring basis in the financial statements. The fair value hierarchy ranks the quality and reliability of inputs, or assumptions, used in the determination of fair value and requires financial assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories:

●

Level 1 – quoted prices in active markets for identical assets and liabilities;

●

Level 2 – inputs other than Level 1 quoted prices that are directly or indirectly observable; and

●

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

As of December 31, 2020 and 2019, 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. (“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 $20.3 million at December 31, 2020 and $19.3 million at December 31, 2019. No payments have been made on the 5% Notes through December 31, 2020.

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 December 31, 2020 and 2019. The assumptions, assessments and projections of future revenues are subject to uncertainties, difficult to predict, and require significant judgment. The use of different assumptions, applying different judgment to inherently subjective matters and changes in future market conditions could result in significantly different estimates of fair value and the differences could be material to our consolidated financial statements.

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


	Financial liabilities at fair value as of December 31, 2020
(in thousands)	Level 1		Level 2		Level 3		Total

5% Notes	$	—	$	—	$	938	$	938
Total	$	—	$	—	$	938	$	938


	Financial liabilities at fair value as of December 31, 2019
	Level 1		Level 2		Level 3		Total

5% Notes	$	—	$	—	$	190	$	190
Total	$	—	$	—	$	190	$	190

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 for the years ended December 31, 2019 and 2020:


(in thousands)
Balance at January 1, 2019	$	67
Interest accrued on face value of 5% Notes		924
Conversion of 5% Notes		—
Change in fair value of Level 3 liabilities		(801)
Balance at December 31, 2019		190
Interest accrued on face value of 5% Notes		976
Conversion of 5% Notes		—
Change in fair value of Level 3 liabilities		(228)
Balance at December 31, 2020	$	938

The change in the fair value of the Level 3 liabilities is reported in other (income) expense in the accompanying 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

12 Months Ended

Dec. 31, 2020

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 5 – STOCKHOLDERS’ EQUITY

Preferred Stock

Our amended and restated certificate of incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock, $0.001 par value, with rights senior to those of our common stock, issuable in one or more series. Upon issuance, the Company can determine the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock.

Stockholder Rights Plan

On July 18, 2014, we adopted a stockholder rights plan. The stockholder rights plan is embodied in the Stockholder Protection Rights Agreement dated as of July 18, 2014 (the "Rights Agreement"), between us and American Stock Transfer & Trust Company, LLC, as rights agent (the "Rights Agent").

Accordingly, the Board of Directors declared a distribution of one right (a “Right”) for each outstanding share of common stock, to stockholders of record at the close of business on July 28, 2014, for each share of common stock issued (including shares distributed from Treasury) by us thereafter and prior to the Separation Time (as defined in the Rights Agreement), and for certain shares of common stock issued after the Separation Time. Following the Separation Time, each Right entitles the registered holder to purchase from us one one-thousandth (1/1,000) of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the "Preferred Stock"), at a purchase price of $100.00 (the "Exercise Price"), subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement. Each one one-thousandth of a share of Preferred Stock has substantially the same rights as one share of common stock. Subject to the terms and conditions of the Rights Agreement, Rights become exercisable ten days after the public announcement that a “Person” has become an “Acquiring Person” (as each such term is defined in the Rights Agreement). Any Rights held by an Acquiring Person are void and may not be exercised.

The Rights Agreement was approved by our Board of Directors on July 18, 2014. The Rights will expire at the close of business on its ten-year anniversary, unless earlier exchanged or terminated by us.

Common Stock

Our amended and restated certificate of incorporation authorizes the issuance of up to 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, we may sell up to a total of $300 million of 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 year ended December 31, 2018, we sold a total of 9,025,222 shares of common stock under the 2017 ATM for aggregate total gross proceeds of approximately $115.8 million at an average selling price of $12.83 per share, resulting in net proceeds of approximately $113.7 million after deducting commissions and other transactions costs.

During the year ended December 31, 2019, we sold a total of 13,620,165 shares of common stock under the 2017 ATM for aggregate total gross proceeds of approximately $99.3 million at an average selling price of $7.29 per share, resulting in net proceeds of approximately $97.5 million after deducting commissions and other transactions costs.

On March 1, 2019, we completed a public offering of 4,100,000 shares of our common stock (plus a 30-day underwriter overallotment option to purchase up to an additional 615,000 shares of common stock, which was exercised) at a price of $5.87 per share. Net proceeds from this offering, including the overallotment, were approximately $27.5 million after underwriting discounts and offering expenses of approximately $0.2 million.

On September 5, 2019, we filed an automatic “shelf registration” statement on Form S-3 (the “2019 WKSI Shelf”) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act, which registered an unlimited and indeterminate amount of debt or equity securities for future issuance and sale. The 2019 WKSI Shelf was declared effective in September 2019. In connection with the 2019 WKSI Shelf, we entered into an At-the-Market Issuance Sales Agreement (the “2020 ATM”) with Jefferies LLC, Cantor Fitzgerald & Co. and B. Riley Securities, Inc. (each a “2020 Agent” and collectively, the “2020 Agents”), relating to the sale of shares of our common stock. Under the 2020 ATM, we pay the 2020 Agents a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of common stock. In November 2020, we entered into an At-the-Market Issuance Sales Agreement (the “2021 ATM”) with the same terms and agents (each a “2021 Agent” and collectively, the “2021 Agents”) as the 2020 ATM.

During the year ended December 31, 2020, we sold a total of 8,528,286 shares of common stock under the 2020 ATM for aggregate total gross proceeds of approximately $187.5 million at an average selling price of $21.99 per share, resulting in net proceeds of approximately $184.2 million after deducting commissions and other transactions costs.

During the year ended December 31, 2020, we sold a total of 804,100 shares of common stock under the 2021 ATM for aggregate total gross proceeds of approximately $33.9 million at an average selling price of $42.18 per share, resulting in net proceeds of approximately $33.3 million after deducting commissions and other transactions costs.

On December 22, 2019, we completed a securities purchase agreement with an institutional investor in which we agreed to sell 5,434,783 shares of our common stock at a price of $9.20 per share. Net proceeds from this offering were approximately $50.0 million.

In May 2020, we completed an underwritten public offering of 8,500,000 shares of our common stock (plus an underwriter option to purchase up to an additional 1,275,000 shares of common stock, which was exercised) at a price of $18 per share. Net proceeds from this offering, including the overallotment, were approximately $165.1 million, net of underwriting discounts and offering expenses of approximately $10.8 million.

On December 17, 2020, we completed a public offering of 6,320,000 shares of our common stock (plus a 30-day underwriter overallotment option to purchase up to an additional 948,000 shares of common stock, which was exercised) at a price of $43.50 per share. Net proceeds from this offering, including the overallotment, were approximately $297.2 million after underwriting discounts and offering expenses of approximately $19.0 million.

The 2019 WKSI Shelf is currently our only active shelf-registration statement. We may offer any combination of the securities registered under the 2019 WKSI Shelf from time to time in response to market conditions or other circumstances if we believe such a plan of financing is in the best interests of our stockholders. We believe that the 2019 WKSI Shelf provides us with the flexibility to raise additional capital to finance our operations as needed.

Treasury Stock

As of December 31, 2020 and 2019, 41,309 shares of common stock are being held in Treasury, at a cost of approximately $234,000, representing the fair market value on the date the shares were surrendered to the Company to satisfy employee tax obligations.

Equity Incentive Plans

The TG Therapeutics, Inc. Amended and Restated 2012 Incentive Plan (“2012 Incentive Plan”) was approved by stockholders in June 2020. Pursuant to this amendment, 8,000,000 shares were added to the 2012 Incentive Plan. As of December 31, 2020 and 2019, 2,526,166 and 2,605,730 options, respectively, were outstanding and up to an additional 4,054,913 shares may be issued under the 2012 Incentive Plan.

Stock Options

The estimated fair value of the options granted in the year ended December 31, 2020 was determined utilizing the Black-Scholes option-pricing model at the date of grant. The following table summarizes stock option activity for the years ended December 31, 2020 and 2019:


				Weighted-
				average
		Weighted-		contractual
	Number of	average		term	Aggregate
	shares	exercise price		(in years)	intrinsic value

Outstanding at December 31, 2018	1,916,900		—	—	$	—
Granted	815,000	$	6.50
Exercised	—		—
Forfeited	(126,170)		—
Expired	—		—
Outstanding at December 31, 2019	2,605,730	$	6.73	8.92	$	11,706,110
Granted	75,000		8.21
Exercised	(35,814)		4.10
Forfeited	(118,750)		10.16
Expired	—		—
Outstanding at December 31, 2020	2,526,166	$	6.99	8.10	$	115,472,832

Vested and expected to vest at December 31, 2020	2,526,166	$	6.99	8.10	$	115,472,832
Outstanding at December 31, 2020	2,526,166	$	6.99	8.10	$	115,472,832
Expected to vest at December 31, 2020	2,526,166	$	6.99	8.10	$	115,472,832
Exercisable at December 31, 2020	910,625	$	6.23	8.13	$	41,701,656

Total expense associated with the stock options was approximately $6.0 million, $3.5 million and zero during the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, there was approximately $1.7 million of total unrecognized compensation cost related to unvested time-based stock options, which is expected to be recognized over a weighted-average period of 1.0 year. As of December 31, 2020, the stock options outstanding include options granted to both employees and non-employees which are both time-based and milestone-based. Stock-based compensation for milestone-based options will be recorded if and when a milestone occurs. We recognized stock-based compensation expense of $3.8 million during the year ended December 31, 2020 for these stock options.

The fair value of the Company’s option awards were estimated using the assumptions below:


	Year ended
	December 31, 2020		December 31, 2019
Volatility	186.91-191.05	%	172.99-291.61	%
Expected term (in years)	5.0-6.25		5.0-6.25
Risk-free rate	0.34-0.54	%	1.82-2.49	%
Expected dividend yield	—	%	—	%

Restricted Stock

Certain employees, directors and consultants have been awarded restricted stock. The restricted stock vesting consists of milestone and time-based vesting. The following table summarizes restricted share activity for the years ended December 31, 2020, 2019 and 2018:


		Weighted-average
		grant date fair
	Number of shares	value
Outstanding at January 1, 2018	6,321,643	$	7.17
Granted	1,562,211		13.07
Vested	(1,596,966)		9.38
Forfeited	(191,196)		8.13
Outstanding at December 31, 2018	6,095,692		8.07
Granted	1,851,520		12.95
Vested	(738,960)		9.08
Forfeited	(116,463)		7.96
Outstanding at December 31, 2019	7,091,789		7.78
Granted	4,909,829		20.34
Vested	(1,087,918)		8.40
Forfeited	(128,666)		8.70
Outstanding at December 31, 2020	10,785,034	$	13.38

Total compensation expense associated with restricted stock grants was $74.2 million, $7.8 million and $12.9 million during the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, there was approximately $47.4 million of total unrecognized compensation expense related to unvested time-based restricted stock, which is expected to be recognized over a weighted-average period of 1 year. This amount does not include, as of December 31, 2020, 2,961,174 shares of restricted stock outstanding which are milestone-based and vest upon certain corporate milestones; and 1,866,250 shares of restricted stock outstanding issued to non-employees. Milestone-based noncash compensation expense will be measured and recorded if and when a milestone becomes probable.

Warrants

The Company’s only outstanding warrant is the warrant issued to Hercules as part of our debt agreement to purchase 147,058 shares of common stock with an exercise price of $4.08. See Note 7 for further details. There was no expense related to warrants during the years ended December 31, 2020, 2019 and 2018.

OTHER LIABILITIES

12 Months Ended

Dec. 31, 2020

OTHER LIABILITIES

OTHER LIABILITIES

NOTE 6 – OTHER LIABILITIES

The following is a summary of notes payable included in other current liabilities on the Company's consolidated balance sheets:


(in thousands)	December 31, 2020						December 31, 2019
			Non-						Non-
	Current		current				Current		current
	portion,		portion,				portion,		portion,
	net		net		Total		net		net		Total
Convertible 5% Notes Payable	$	938	$	—	$	938	$	190	$	—	$	190
Totals	$	938	$	—	$	938	$	190	$	—	$	190

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 $20.3 million at December 31, 2020 and $19.3 million at December 31, 2019. No payments have been made on the 5% Notes through December 31, 2020.

Current Liabilities

In 2018, we entered into an agreement with a contract manufacturer for the clinical and potential commercial supply of one of our product candidates. As part of this agreement, the contract manufacturer has agreed to defer payment of certain costs and expenses under the agreement in exchange for the payment of an administrative fee. To date we have incurred expenses related to this agreement of approximately $53.7 million as of December 31, 2020, which include service fees, raw material costs and administrative fees. We have made payments of $37.4 million to the contract manufacturer as of December 31, 2020. Accordingly, as of December 31, 2020 and 2019, $15.7 million and $47.2 million is included in current liabilities in the Company’s consolidated balance sheets. Of the remaining $15.7 million, $4.2 million is due in the first quarter of 2021. We will incur an administrative fee of six percent (6%) per year starting from the date of invoice issuance. For the years ended December 31, 2020, 2019 and 2018, we have accrued $1.2 million, $1.2 million and zero, respectively, in administrative fees in connection with these costs, which has been included in interest expense in the Company’s consolidated statements of operations.

LONG-TERM DEBT

12 Months Ended

Dec. 31, 2020

LONG-TERM DEBT.

LONG-TERM DEBT

NOTE 7 – LONG-TERM DEBT

On February 28, 2019 (the “Closing Date”), we entered into a term loan facility of up to $60.0 million (“Term Loan”) with Hercules, the proceeds of which were used for research and development programs and for general corporate purposes. The Term Loan is governed by a loan and security agreement, dated February 28, 2019 (the “Loan Agreement”), which provides for up to four separate advances. The first advance of $30.0 million was drawn on the Closing Date. Two additional advances of $10.0 million may be drawn at our option but subject to certain clinical trial milestones, and the fourth advance of $10.0 million, available in minimum increments of $5.0 million, is available through December 15, 2020 subject to the approval of Hercules’ investment committee.

The Term Loan will mature on March 1, 2022 (the “Loan Maturity Date”). Each advance accrues interest at a per annum rate of interest equal to the greater of either (i) the “prime rate” as reported in The Wall Street Journal plus 4.75%, or (ii) 10.25%. The Term Loan provides for interest-only payments until October 1, 2020. The interest-only period may be extended to April 1, 2021 if, on or before September 30, 2020, we achieve either the third milestone or we have raised at least $150.0 million in unrestricted net cash proceeds from one or more equity financings, subordinated indebtedness and/or upfront proceeds from business development transactions permitted under the Loan Agreement, in each case after February 7, 2019, and prior to September 30, 2020 (“Milestone IV”). Thereafter, amortization payments will be payable monthly in eighteen installments (or, if the period requiring interest-only payments has been extended to April 1, 2021, in twelve installments) of principal and interest (subject to recalculation upon a change in prime rates). As a result of the Company having raised in excess of $150 million before the required timeline in the Loan Agreement, the interest-only period has been extended to April 1, 2021. At our option upon seven business days’ prior written notice to Hercules, we may prepay all or any portion greater than or equal to $5.0 million of the outstanding advances by paying the entire principal balance (or portion thereof), all accrued and unpaid interest, subject to a prepayment charge of 3.0%, if such advance is prepaid in any of the first twelve months following the Closing Date; 1.5%, if such advance is prepaid after twelve months following the Closing Date but on or prior to twenty-four months following the Closing Date; and 0% thereafter. In addition, a final payment equal to 3.5% of the aggregate principal amount of the loan extended by Hercules is due on the maturity date. Amounts outstanding during an event of default shall be payable on demand and accrue interest at an additional rate of 4.0% per annum of the past due amount outstanding.

The Term Loan is secured by a lien on substantially all of our assets, other than intellectual property, and contains customary covenants and representations, including a liquidity covenant, financial reporting covenant and limitations on dividends, indebtedness, collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, deposit accounts, and subsidiaries. As of and through December 31, 2020, the Company has been in compliance with all covenants.

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

The Loan Agreement also contains warrant coverage of 2% of the total amount funded. A warrant (the “Hercules Warrant”) was issued to Hercules to purchase 147,058 shares of common stock with an exercise price of $4.08. The Hercules Warrant is exercisable for seven years from the date of issuance. Hercules may exercise the Hercules Warrant either by (a) cash or check or (b) through a net issuance conversion. The shares will be registered and freely tradeable within six months of issuance. We accounted for the Hercules Warrant as an equity instrument since it was indexed to our common shares and met the criteria for classification in shareholders’ equity. The relative fair value of the Hercules Warrant on the date of issuance was approximately $1.0 million and was treated as debt issuance costs and as an offset to the Term Loan. This amount will be amortized to interest expense using the straight-line method, which approximates the effective interest method, over the life of the Term Loan.

The Company estimated the fair value of the Hercules Warrant using the Black-Scholes model based on the following key assumptions:


Exercise price	$	4.08
Common share price on date of issuance	$	6.80
Volatility		195.9	%
Risk-free interest rate		2.63	%
Expected dividend yield		--	%
Contractual term (in years)		7.00 years

The Company incurred financing expenses of $2.8 million (including the fair value of the Hercules Warrant) related to the Hercules Loan Agreement which are recorded as debt issuance costs and as an offset to long-term debt on the Company’s consolidated balance sheet. The debt issuance costs are being amortized over the term of the debt using the straight-line method, which approximates the effective interest method, and are included in interest expense in the Company’s consolidated statements of operations. Amortization of debt issuance costs was $0.9 million and $0.8 million for the years ended December 31, 2020 and 2019. At December 31, 2020 and 2019, the remaining unamortized balance of debt issuance costs was approximately $1.1 million and $2.0 million, respectively.

Long-term debt as of December 31, 2020 and 2019, is as follows (in thousands):


	December 31,		December 31,
(in thousands)	2020		2019
Long-term debt	$	30,000	$	30,000
End of term fee		975		975
		30,975		30,975
Less: unamortized debt issuance costs		(1,080)		(2,005)
		29,895		28,970
Less: current portion		(22,179)		—
Long-term debt non-current	$	7,716	$	28,970

LEASES

12 Months Ended

Dec. 31, 2020

LEASES

LEASES

NOTE 8 – LEASES

In October 2014, we entered into an agreement (the “Office Agreement”) with Fortress Biotech, Inc. (“FBIO”) to occupy approximately 45% of the 24,000 square feet of New York City office space leased by FBIO. The Office Agreement requires us to pay our respective share of the average annual rent and other costs of the 15-year lease. We approximate an average annual rental obligation of $1.4 million under the Office Agreement. We began to occupy this new space in April 2016, with rental payments beginning in the third quarter of 2016. At January 1, 2019, we recognized a lease liability and corresponding ROU asset of $9.5 million and $8.1 million, respectively, based on the present value of the remaining lease payments for all of our leased office spaces, the majority of which is comprised of our New York City office space. The present values of our lease liability and corresponding ROU asset are $12.1 million and $9.3 million, respectively, as of December 31, 2020. Our leases have remaining lease terms of 4 months to 11 years. One lease has a renewal option to extend the lease for an additional term of two years.

The initial commitment period of the 45% rate was for a period of three (3) years. We and FBIO currently determine actual office space utilization annually and if our utilization differs from the amount we have been billed, we will either receive credits or be assessed incremental utilization charges. As of December 31, 2020, the allocation rate is 65% and will be evaluated again in August 2021 for the following rent year. Also in connection with this lease, in October 2014 we pledged $0.6 million to secure a line of credit as a security deposit for the Office Agreement, which has been recorded as restricted cash in the accompanying consolidated balance sheets. Additional collateral of $0.6 million was pledged in April 2018 to increase the letter of credit for the office space.

In October 2019, we finalized a five-year lease for office space in New Jersey (the “NJ Lease”). We approximate an average annual rental obligation of $0.3 million under the NJ Lease. We took possession of this space in October 2019, with rental payments beginning in November 2019.

The following components of lease expense are included in the Company’s consolidated statements of operations for the years ended December 31, 2020, 2019 and 2018:




	December 31,		December 31,		December 31,
(in thousands)	2020		2019		2018
Operating lease cost	$	2,656	$	2,651	$	1,440
Net lease cost	$	2,656	$	2,651	$	1,440

As of December 31, 2020, the weighted-average remaining operating lease term was 7.7 years and the weighted-average discount rate for operating leases was 10.25%. Cash paid for amounts included in the measurement of operating lease liabilities during the year ended December 31, 2020 was $2.0 million.

The balance sheet classification of lease liabilities was as follows:


	December 31,		December 31,
(in thousands)	2020		2019
Liabilities
Lease liability current portion	$	1,669	$	1,616
Lease liability non-current		10,412		10,218
Total lease liability	$	12,081	$	11,834

As of December 31, 2020, the maturities of lease liabilities were as follows:

F”
	Operating
(in thousands)		leases
2021	$	2,012
2022		2,035
2023		2,040
2024		1,923
2025		1,653
After 2025		9,884
Total lease payments		19,547
Less: interest		(7,466)
Present value of lease liabilities(*)	$	12,081

(*) As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date and considering the term of the lease to determine the present value of lease payments. We used the incremental borrowing rate of 10.25% on February 28, 2019, for operating leases that commenced prior to that date.

INCOME TAXES

12 Months Ended

Dec. 31, 2020

INCOME. TAXES.

INCOME TAXES

NOTE 9 – INCOME TAXES

We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. In determining the need for a valuation allowance, management reviews both positive and negative evidence, including current and historical results of operations, future income projections and the overall prospects of our business. Based upon management's assessment of all available evidence, we believe that it is more-likely-than-not that the deferred tax assets will not be realizable, and therefore, a valuation allowance has been established. The valuation allowance for deferred tax assets was approximately $276.7 million and $186.7 million as of December 31, 2020 and 2019, respectively.

The CARES Act was enacted on March 27, 2020 in response to the economic fallout of the COVID-19 pandemic in the United States. There are several provisions of the CARES Act that were considered in the December 31, 2020 year-end tax provision as follows. Under the CARES Act, a net operating loss carryforward (“NOL”) arising in tax years beginning after December 31, 2017 and before January 1, 2021 may be carried back to each of the five tax years preceding the tax year of such loss. The Company has incurred taxable losses in prior years; therefore, there is no carry-back opportunity to the Company. Under the Tax Cuts and Jobs Act of 2017 (“TCJA”), deductible interest expense was limited to 30% of adjusted taxable income. The CARES Act increased the limit to 50% of adjusted taxable income for 2019 and 2020 and allowed companies to elect to use 2019 adjusted taxable income for the 2020 limitation, if it resulted in more interest expense allowed. Due to the significant amount of taxable losses, this provision did not provide any benefit to the Company as all interest expense is disallowed (except as offset by interest income), even under the 50% limitation and using 2019 adjusted taxable income. The CARES Act allows employers to defer the deposit and payment of the employer’s share of Social Security taxes during the payroll tax deferral period of March 27, 2020 through December 31, 2020. The CARES Act provides for half of the deferred payroll taxes to be paid by December 31, 2021 and the second half to be paid by December 31, 2022. The Company did not participate in this deferral program.

As of December 31, 2020, we have U.S. NOLs of approximately $956.3 million, research and development credit carryforwards (“R&D credits”) of approximately $27.6 million and business interest expense carryforwards of $7.5 million. For income tax purposes, these NOLs and R&D credits will expire in various amounts through 2037. NOLs generated after 2017 and the business interest expense carryforwards do not expire. The Tax Reform Act of 1986 contains provisions which limit the ability to utilize NOL carryforwards and R&D credit carryforwards in the case of certain events including significant changes in ownership interests. The Exchange Transaction with TG Bio may have resulted in a “change in ownership” as defined by IRC Section 382 of the Internal Revenue Code of 1986, as amended. Additionally, stock issuance activities may have resulted in a “change in ownership” as defined by IRC Section 382 of the Internal Revenue Code of 1986, as amended. Accordingly, a substantial portion of the Company’s NOLs above may be subject to annual limitations in reducing any future year’s taxable income, and a substantial portion of the R&D credit carryforwards may be subject to annual limitations in reducing any future year’s tax.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2020 and 2019 are presented below.


(in thousands)	2020		2019
Deferred tax assets:
Net operating loss carryforwards	$	223,685	$	158,177
Research and development credit		27,558		22,483
Noncash compensation		22,381		4,680
Disallowed interest		1,855		710
Other		1,224		661
Deferred tax asset, excluding valuation allowance		276,703		186,711

Less valuation allowance		(276,703)		(186,711)
Net deferred tax assets	$	—	$	—

There was no current or deferred income tax expense for the year ended December 31, 2020. Income tax expense differed from amounts computed by applying the U.S. federal income tax rate of 21% for the years ended December 31, 2020, 2019 and 2018, to pretax loss as follows:


	For the year ended December 31,
(in thousands)	2020		2019		2018

Loss before income taxes, as reported in the consolidated statements of operations	$	(279,381)	$	(172,871)	$	(173,482)

Computed “expected” tax benefit	$	(58,670)	$	(36,303)	$	(36,431)

Increase (decrease) in income taxes resulting from:
Expected benefit from state and local taxes		(10,801)		(2,128)		(2,243)
Research and development credits		(5,265)		(7,266)		(4,726)
Other		1,065		641		639
Stock options		(1,558)		1,292		(473)
Enactment of federal tax reform		(14,763)		—		—
Change in the balance of the valuation allowance for deferred tax assets		89,992		43,764		43,234
	$	—	$	—	$	—

We file income tax returns in the U.S. federal and various state and local jurisdictions. With certain exceptions, the Company is no longer subject to U.S. federal and state income tax examinations by tax authorities for years prior to 2016. However, NOLs and tax credits generated from those prior years could still be adjusted upon audit.

The Company would recognize interest and penalties, if any, to uncertain tax positions in income tax expense in the statement of operations. There was no accrual for interest and penalties related to uncertain tax positions for 2020. We do not believe that there will be a material change in our unrecognized tax positions over the next twelve months. All of the unrecognized tax benefits, if recognized, would be offset by the valuation allowance.

LICENSE AGREEMENTS

12 Months Ended

Dec. 31, 2020

LICENSE AGREEMENTS

LICENSE AGREEMENTS

NOTE 10 – LICENSE AGREEMENTS

TG-1101 (Ublituximab)

In November 2012, we entered into an exclusive (within the territory) sublicense agreement with Ildong Pharmaceutical Co. Ltd. (“Ildong”) relating to the development and commercialization of ublituximab in South Korea and Southeast Asia. Under the terms of the sublicense agreement, Ildong has been granted a royalty bearing, exclusive right, including the right to grant sublicenses, to develop and commercialize ublituximab in South Korea, Taiwan, Singapore, Indonesia, Malaysia, Thailand, Philippines, Vietnam, and Myanmar.

An upfront payment of $2.0 million, which was received in December 2012, net of $0.3 million of income tax withholdings, is being recognized as license revenue on a straight-line basis over the life of the agreement, which is through the expiration of the last licensed patent right or 15 years after the first commercial sale of a product in such country, unless the agreement is earlier terminated, and represents the estimated period over which we will have certain ongoing responsibilities under the sublicense agreement. We recorded license revenue of approximately $152,000 for each of the years ended December 31, 2020, 2019 and 2018, and, at December 31, 2020 and 2019, have deferred revenue of approximately $0.8 million and $0.9 million, respectively, associated with this $2 million payment (approximately $152,000 of which has been classified in current liabilities at December 31, 2020 and 2019).

We may receive up to an additional $5.0 million in payments upon the achievement of pre-specified milestones. In addition, upon commercialization, Ildong will make royalty payments to us on net sales of ublituximab in the sublicense territory.

TGR-1202 (Umbralisib)

On September 22, 2014, we exercised our option to license the global rights to umbralisib, thereby entering into an exclusive licensing agreement (the “TGR-1202 License”) with Rhizen Pharmaceuticals, SA (“Rhizen”) for the development and commercialization of umbralisib. Prior to this, we had been jointly developing umbralisib in a 50:50 joint venture with Rhizen.

Under the terms of the TGR-1202 License, Rhizen received a $4.0 million cash payment and 371,530 shares of our common stock as an upfront license fee. With respect to umbralisib, Rhizen is eligible to receive an aggregate of approximately $175 million in milestone payments, a small portion of which is attributable to the milestone paid upon the NDA filing for umbralisib and that will be payable based on the February 2021 FDA approval of umbralisib. The remainder of the milestone payments are payable on approval in multiple jurisdictions for up to two oncology indications and one non-oncology indication and attaining certain sales milestones. In addition, if umbralisib is co-formulated with another drug to create a new product (a "New Product"), Rhizen will be eligible to receive similar regulatory approval and sales-based milestone payments for such New Product. Additionally, Rhizen will be entitled to tiered royalties on our future net sales of umbralisib and any New Product. In lieu of sales milestones and royalties on net sales, Rhizen shall also be eligible to participate in sublicensing revenue, if any, based on a percentage that decreases as a function of the number of patients treated in clinical trials following the exercise of the license option. Rhizen will retain global manufacturing rights to umbralisib, provided that they are price competitive with alternative manufacturers.

TG-1501: PDL1 (Cosibelimab)

In March 2015, we entered into a Global Collaboration Agreement (“Collaboration Agreement”) with Checkpoint for the development and commercialization of anti-PD-L1 and anti-GITR antibody research programs in the field of hematological malignancies. The Collaboration Agreement was amended in June 2019 and upon execution of the amendment we incurred an upfront fee of $1.0 million. We incurred expenses of approximately $1.1 million, $4.1 million and $0.6 million for the years ended December 31, 2020, 2019 and 2018, respectively, the majority of which relates to manufacturing expenses and milestone payments of PD-L1. The relevant expenses are recorded in other research and development in the accompanying consolidated statements of operations.

TG-1601: BET

In May 2016, as part of a broader agreement with Jubilant Biosys (“Jubilant”), we entered into a sub-license agreement (“JBET Agreement”) with Checkpoint Therapeutics, Inc. (“Checkpoint”) (see Note 11), for the development and commercialization of Jubilant’s novel BET inhibitor program in the field of hematological malignancies.

Under the terms of the agreement, we paid Checkpoint an up-front licensing fee of $1.0 million and will make additional payments contingent on certain preclinical, clinical, and regulatory milestones, including commercial milestones totaling up to approximately $177 million and a single-digit royalty on net sales. TG will also provide funding to support certain targeted research efforts at Jubilant.

TG-1701: BTK

In January 2018, we entered into a global exclusive license agreement with Jiangsu Hengrui Medicine Co. (“Hengrui”), to acquire worldwide intellectual property rights, excluding Asia but including Japan, and for the research, development, manufacturing, and commercialization of products containing or comprising of any of Hengrui’s Bruton’s Tyrosine Kinase inhibitors containing the compounds of either TG-1701 (SHR1459 or EBI1459) or TG1702 (SHR1266 or EBI1266). Pursuant to the agreement, in April 2018, we paid Hengrui an upfront fee of $1.0 million in our common stock recorded to noncash stock expense associated with in-licensing agreements in our consolidated statement of operations. In addition, in July 2019, we paid Hengrui the first milestone of $0.1 million in our common stock recorded to noncash stock expense associated with in-licensing agreements in our consolidated statement of operations. Hengrui is eligible to receive milestone payments totaling approximately $350 million upon and subject to the achievement of certain milestones. Various provisions allow for payments in conjunction with the agreement to be made in cash or our common stock, while others limit the form of payment. 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 Novimmune an upfront payment of $3.0 million in our common stock recorded to noncash stock expense associated with in-licensing agreements in our consolidated statement of operations. 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.

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2020

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

DESCRIPTION OF BUSINESS

Liquidity and Capital Resources

LIQUIDITY AND CAPITAL RESOURCES

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

Recently Issued Accounting Standards

RECENTLY ISSUED ACCOUNTING STANDARDS

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

USE OF ESTIMATES

Cash and Cash Equivalents

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

RESTRICTED CASH

Investment Securities

INVESTMENT SECURITIES

Credit Risk

CREDIT RISK

Revenue Recognition

REVENUE RECOGNITION

●

Step 1: Identify the contract with the customer

●

Step 2: Identify the performance obligations in the contract

●

Step 3: Determine the transaction price

●

Step 4: Allocate the transaction price to the performance obligations in the contract

●

Step 5: Recognize revenue when the company satisfies a performance obligation

●

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

Research and Development Costs

RESEARCH AND DEVELOPMENT COSTS

Income Taxes

INCOME TAXES

Stock-Based Compensation

STOCK-BASED COMPENSATION

Basic and Diluted Net Loss Per Common Share

BASIC AND DILUTED NET LOSS PER COMMON SHARE



	December 31,
	2020	2019	2018
Unvested restricted stock	9,285,020	5,591,786	4,595,689
Options	2,526,166	2,605,730	1,916,900
Warrants	147,058	147,058	—
Shares issuable upon note conversion	18,032	17,165	16,343
Total	11,976,276	8,361,739	6,528,932

Long-Lived Assets and Goodwill

LONG-LIVED ASSETS AND GOODWILL

INVESTMENT SECURITIES (Tables)

12 Months Ended

Dec. 31, 2020

INVESTMENT SECURITIES

Schedule of held-to-maturity securities

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


	December 31, 2020
	Amortized		Gross		Gross
	cost, as		unrealized		unrealized		Estimated fair
	adjusted		holding gains		holding losses		value
Short-term investments:
Obligations of domestic governmental agencies (maturing between January 2021 and December 2021) (held-to-maturity)	$	51,987	$	1	$	4	$	51,984
Total short-term investment securities	$	51,987	$	1	$	4	$	51,984


	December 31, 2019
	Amortized		Gross		Gross
	cost, as		unrealized		unrealized		Estimated fair
	adjusted		holding gains		holding losses		value
Short-term investments:
Obligations of domestic governmental agencies (maturing between January 2020 and September 2020) (held-to-maturity)	$	27,798	$	28	$	—	$	27,826
Total short-term investment securities	$	27,798	$	28	$	—	$	27,826

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2020

FAIR VALUE MEASUREMENTS

Schedule of fair value, liabilities measured on recurring and nonrecurring basis

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


	Financial liabilities at fair value as of December 31, 2020
(in thousands)	Level 1		Level 2		Level 3		Total

5% Notes	$	—	$	—	$	938	$	938
Total	$	—	$	—	$	938	$	938


	Financial liabilities at fair value as of December 31, 2019
	Level 1		Level 2		Level 3		Total

5% Notes	$	—	$	—	$	190	$	190
Total	$	—	$	—	$	190	$	190

Schedule of change in level three fair value during period

The following table summarizes the changes in Level 3 instruments for the years ended December 31, 2019 and 2020:


(in thousands)
Balance at January 1, 2019	$	67
Interest accrued on face value of 5% Notes		924
Conversion of 5% Notes		—
Change in fair value of Level 3 liabilities		(801)
Balance at December 31, 2019		190
Interest accrued on face value of 5% Notes		976
Conversion of 5% Notes		—
Change in fair value of Level 3 liabilities		(228)
Balance at December 31, 2020	$	938

STOCKHOLDERS' (DEFICIT) EQUITY (Tables)

12 Months Ended

Dec. 31, 2020

STOCKHOLDERS' EQUITY

Schedule of Stock Options Activity


				Weighted-
				average
		Weighted-		contractual
	Number of	average		term	Aggregate
	shares	exercise price		(in years)	intrinsic value

Outstanding at December 31, 2018	1,916,900		—	—	$	—
Granted	815,000	$	6.50
Exercised	—		—
Forfeited	(126,170)		—
Expired	—		—
Outstanding at December 31, 2019	2,605,730	$	6.73	8.92	$	11,706,110
Granted	75,000		8.21
Exercised	(35,814)		4.10
Forfeited	(118,750)		10.16
Expired	—		—
Outstanding at December 31, 2020	2,526,166	$	6.99	8.10	$	115,472,832

Vested and expected to vest at December 31, 2020	2,526,166	$	6.99	8.10	$	115,472,832
Outstanding at December 31, 2020	2,526,166	$	6.99	8.10	$	115,472,832
Expected to vest at December 31, 2020	2,526,166	$	6.99	8.10	$	115,472,832
Exercisable at December 31, 2020	910,625	$	6.23	8.13	$	41,701,656

Schedule of Fair Value Assumptions


	Year ended
	December 31, 2020		December 31, 2019
Volatility	186.91-191.05	%	172.99-291.61	%
Expected term (in years)	5.0-6.25		5.0-6.25
Risk-free rate	0.34-0.54	%	1.82-2.49	%
Expected dividend yield	—	%	—	%

Schedule of Nonvested Restricted Stock Units Activity


		Weighted-average
		grant date fair
	Number of shares	value
Outstanding at January 1, 2018	6,321,643	$	7.17
Granted	1,562,211		13.07
Vested	(1,596,966)		9.38
Forfeited	(191,196)		8.13
Outstanding at December 31, 2018	6,095,692		8.07
Granted	1,851,520		12.95
Vested	(738,960)		9.08
Forfeited	(116,463)		7.96
Outstanding at December 31, 2019	7,091,789		7.78
Granted	4,909,829		20.34
Vested	(1,087,918)		8.40
Forfeited	(128,666)		8.70
Outstanding at December 31, 2020	10,785,034	$	13.38

LEASES (Tables)

12 Months Ended

Dec. 31, 2020

LEASES

Schedule of lease cost

The following components of lease expense are included in the Company’s consolidated statements of operations for the years ended December 31, 2020, 2019 and 2018:




	December 31,		December 31,		December 31,
(in thousands)	2020		2019		2018
Operating lease cost	$	2,656	$	2,651	$	1,440
Net lease cost	$	2,656	$	2,651	$	1,440

Schedule of classification of lease liabilities

The balance sheet classification of lease liabilities was as follows:


	December 31,		December 31,
(in thousands)	2020		2019
Liabilities
Lease liability current portion	$	1,669	$	1,616
Lease liability non-current		10,412		10,218
Total lease liability	$	12,081	$	11,834

Schedule of lease liability maturity

As of December 31, 2020, the maturities of lease liabilities were as follows:

F”
	Operating
(in thousands)		leases
2021	$	2,012
2022		2,035
2023		2,040
2024		1,923
2025		1,653
After 2025		9,884
Total lease payments		19,547
Less: interest		(7,466)
Present value of lease liabilities(*)	$	12,081

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2020

INCOME. TAXES.

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2020 and 2019 are presented below.


(in thousands)	2020		2019
Deferred tax assets:
Net operating loss carryforwards	$	223,685	$	158,177
Research and development credit		27,558		22,483
Noncash compensation		22,381		4,680
Disallowed interest		1,855		710
Other		1,224		661
Deferred tax asset, excluding valuation allowance		276,703		186,711

Less valuation allowance		(276,703)		(186,711)
Net deferred tax assets	$	—	$	—

Schedule of Effective Income Tax Rate Reconciliation


	For the year ended December 31,
(in thousands)	2020		2019		2018

Loss before income taxes, as reported in the consolidated statements of operations	$	(279,381)	$	(172,871)	$	(173,482)

Computed “expected” tax benefit	$	(58,670)	$	(36,303)	$	(36,431)

Increase (decrease) in income taxes resulting from:
Expected benefit from state and local taxes		(10,801)		(2,128)		(2,243)
Research and development credits		(5,265)		(7,266)		(4,726)
Other		1,065		641		639
Stock options		(1,558)		1,292		(473)
Enactment of federal tax reform		(14,763)		—		—
Change in the balance of the valuation allowance for deferred tax assets		89,992		43,764		43,234
	$	—	$	—	$	—

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2020

COMMITMENTS AND CONTINGENCIES

Schedule of Loss Contingencies by Contingency

As of December 31, 2020, we have known contractual obligations; commitments and contingencies of $65.2 million related to our short- and long-term liabilities and operating lease obligations.


			Less than						More than
Payment due by period (in thousands)	Total		1 year		1-3 years		3-5 years		5 years
Contractual obligations
Operating leases	$	19,548	$	2,012	$	4,075	$	3,577	$	9,884
Long-term debt		30,000		22,179		7,821		—		—
Contract manufacturer		15,669		15,669		—		—		—
Total	$	65,217	$	39,860	$	11,896	$	3,577	$	9,884

- Definition

Tabular disclosure of the loss contingencies that were reported in the period or disclosed as of the balance sheet date.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=118942415&loc=d3e14472-108349

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=118942415&loc=d3e14326-108349

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=118942415&loc=d3e14453-108349

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=118942415&loc=d3e14615-108349

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 460
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=118943654&loc=d3e12021-110248

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=118942415&loc=d3e14394-108349

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=118942415&loc=d3e14435-108349

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=118942415&loc=d3e14557-108349

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 460
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=118943654&loc=d3e12053-110248

+ Details

STOCKHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands						1 Months Ended			12 Months Ended
	Dec. 17, 2020	Dec. 22, 2019	Mar. 01, 2019	Jul. 28, 2014	Jul. 18, 2014	Jun. 30, 2020	May 31, 2020	May 31, 2017	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Sep. 05, 2019	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
Number of rights for each outstanding share of common stock					1
Warrant purchase price					$ 100.00
Warrants issued					0.001
Number of days after which right become exercisable				10 days
Number of years before Rights will expire					10 years
Common Stock, Shares Authorized									150,000,000	150,000,000
Common stock, par value (in dollars per share)									$ 0.001	$ 0.001
Percent of commission rate								3.00%
Shares sold		5,434,783
Share price in offering		$ 9.20
Proceeds from offering		$ 50,000
Treasury stock, shares									41,309	41,309
Treasury stock issued									$ 234	$ 234
Restricted stock outstanding									1,866,250
Expenses on stock options									$ 80,289	$ 11,335	$ 12,886
Expenses related to warrants									147,058
Maximum [Member]
Proceeds from offering								$ 300,000
Warrant [Member]
Warrant purchase price									$ 4.08
Warrants issued									147,058
Weighted average exercise price of warrants									$ 4.08
Expenses related to warrants									0	0	0
Unvested Restricted Stock [Member]
Restricted stock outstanding									10,785,034	7,091,789	6,095,692		6,321,643
Expenses on stock options									$ 74,200	$ 7,800	$ 12,900
Total unrecognized compensation expense related to unvested time-based restricted stock									$ 47,400
Weighted-average period of recognition for total unrecognized compensation expense related to unvested time-based restricted stock									1 year
Employee Stock Option [Member]
Expenses on stock options									$ 6,000	$ 3,500	$ 0
Total unrecognized compensation expense related to unvested time-based restricted stock									$ 1,700
Weighted-average period of recognition for total unrecognized compensation expense related to unvested time-based restricted stock									1 year
Recognized stock based compensation expense									$ 3,800
Milestone Based Restricted Stock [Member]
Restricted stock outstanding									2,961,174
2017 ATM [Member]
Shares sold										13,620,165	9,025,222
Gross proceeds										$ 99,300	$ 115,800
Share price in offering										$ 7.29	$ 12.83
Proceeds from offering										$ 97,500
Proceeds from offering											$ 113,700
2020 ATM [Member]
Percent of commission rate												3.00%
Shares sold									8,528,286
Gross proceeds									$ 187,500
Share price in offering									$ 21.99
Proceeds from offering									$ 184,200
2021 ATM [Member]
Shares sold									804,100
Gross proceeds									$ 33,900
Share price in offering									$ 42.18
Proceeds from offering									$ 33,300
Underwritten Public Offering [Member]
Shares issued	6,320,000		4,100,000				8,500,000
Share Price	$ 43.50		$ 5.87				$ 18
Proceeds from offering	$ 297,200		$ 27,500				$ 165,100
Payments of underwriting discounts and offering expenses	$ 19,000		$ 200				$ 10,800
Over-Allotment Option [Member]
Shares issued	948,000		615,000				1,275,000
Period of underwriter overallotment option	30 days		30 days
Series A Preferred Stock [Member]
Warrants issued									0.001
Amended and Restated 2012 Incentive Plan [Member] \| Employee Stock Option [Member]
Number of shares added to the plan						8,000,000
Restricted stock outstanding									2,526,166
Options outstanding										2,605,730
Number of additional shares that may be issued									4,054,913

STOCKHOLDERS' EQUITY - Stock option activity (Details) - Employee Stock Option [Member] - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Equity Incentive Plans Stock Option Activity [Line Items]
Number of shares, Outstanding Beginning Balance	2,605,730	1,916,900
Number of shares, Granted.	75,000	815,000
Number of shares, Exercised	(35,814)	0
Number of shares, Forfeited	(118,750)	(126,170)
Number of shares, Expired	0	0
Number of shares, Outstanding Ending Balance	2,526,166	2,605,730
Number of shares, Expected to vest	2,526,166
Number of shares, Exercisable	910,625
Weighted - average exercise price, Outstanding Beginning Balance	$ 6.73	$ 0
Weighted - average exercise price, Granted	8.21	6.50
Weighted - average exercise price, Exercised	4.10	0
Weighted - average exercise price, Forfeited	10.16	0
Weighted - average exercise price, Expired	0	0
Weighted - average exercise price, Outstanding Ending Balance	6.99	$ 6.73
Weighted - average exercise price, Expected to vest	6.99
Weighted - average exercise price, Exercisable	$ 6.23
Weighted - average Contractual Term	8 years 1 month 6 days	8 years 11 months 1 day
Weighted - average Contractual Term, Exercisable	8 years 1 month 17 days
Weighted - average Contractual Term,Expected to vest	8 years 1 month 6 days
Aggregate Intrinsic Value, Outstanding	$ 115,472,832	$ 11,706,110
Aggregate Intrinsic Value, Expected to vest	115,472,832
Aggregate Intrinsic Value, Exercisable	$ 41,701,656

LONG-TERM DEBT (Details) $ in Thousands	Feb. 28, 2019 USD ($) loan installment D
Prime Rate [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Interest rate ( as a percent)	4.75%
Prime Rate [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Interest rate ( as a percent)	10.25%
Term Loan [Member]
Debt Instrument [Line Items]
Maximum term loan facility	$ 60,000
Amount drawn on first advance	$ 30,000
Number of additional advances \| loan	2
Additional Advances Drawn	$ 10,000
Debt Instrument, Fourth Advance Available	10,000
Minimum incremental borrowings	5,000
Minimum amount raised from unrestricted cash proceeds	$ 150,000
Number of amortization payments installments \| installment	18
Number of interest only payments installments \| installment	12
Number of business days \| D	7
Expected prepayment on outstanding advances	$ 5,000
Prepayment charge (as a percent)	3.50%
Interest on past due outstanding (as a percent)	4.00%
Minimum indebtedness by borrower in default	$ 750
Term Loan [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Number of advances \| loan	4
Term Loan [Member] \| Within First twelve Months Of Closing Date [Member]
Debt Instrument [Line Items]
Prepayment charge (as a percent)	3.00%
Term Loan [Member] \| After Twelve Months But On Or Before Twenty Four Months [Member]
Debt Instrument [Line Items]
Prepayment charge (as a percent)	1.50%
Term Loan [Member] \| After Twenty Four Months Of Closing Date [Member]
Debt Instrument [Line Items]
Prepayment charge (as a percent)	0.00%

LEASES (Details) $ in Thousands	1 Months Ended		3 Months Ended	12 Months Ended
LEASES (Details) $ in Thousands	Oct. 31, 2019 USD ($)	Oct. 31, 2014 USD ($) ft²	Dec. 31, 2014	Dec. 31, 2020 USD ($) lease	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Feb. 28, 2019	Jan. 01, 2019 USD ($)	Apr. 30, 2018 USD ($)
Rent expense				$ 2,700	$ 2,700	$ 1,400
Right-of-use-assets				9,312	9,402
Operating Lease Liability				$ 12,081	$ 11,834
ASU 2016-02 \| Restatement Adjustment
Right-of-use-assets								$ 9,500
Operating Lease Liability								8,100
Office Agreement [Member]
Percentage Of Occupancy		45.00%	45.00%	65.00%
Area of Land \| ft²		24,000
Operating Lease Initial Commitment Period		15 years		15 years
Average Annual Rental Payments		$ 1,100		$ 1,400
Right-of-use-assets				9,300				7,700
Operating Lease Liability				$ 12,100				$ 9,300
Number of lease with renewal option \| lease				1
Lease additional term				2 years
Initial commitment period for office lease space		3 years
Line of credit		$ 600
Additional collateral pledged									$ 600
Weighted-average discount rate for operating leases				10.25%			10.25%
Weighted-average remaining operating lease term				7 years 8 months 12 days
Operating Lease, Payments, Use				$ 2,000
Office Agreement [Member] \| Minimum [Member]
Remaining lease term				4 months
Office Agreement [Member] \| Maximum [Member]
Remaining lease term				11 years
NJ Lease [Member]
Operating Lease Initial Commitment Period	5 years
Average Annual Rental Payments	$ 300

INCOME TAXES - Provision for income taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
INCOME. TAXES.
Loss before income taxes, as reported in the consolidated statements of operations	$ (279,381,000)	$ (172,871,000)	$ (173,482)
Computed "expected" tax benefit	(58,670,000)	(36,303,000)	(36,431)
Increase (decrease) in income taxes resulting from:
Expected benefit from state and local taxes	(10,801,000)	(2,128,000)	(2,243)
Research and development credits	(5,265,000)	(7,266,000)	(4,726)
Other	1,065,000	641,000	639
Stock awards	(1,558,000)	1,292,000	(473)
Enactment of federal tax reform	(14,763,000)	0	0
Change in the balance of the valuation allowance for deferred tax assets	89,992,000	43,764,000	43,234
Income Tax Expense (Benefit)	$ 0	$ 0	$ 0

RELATED PARTY TRANSACTIONS (Details)		1 Months Ended				3 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS (Details)	Jan. 30, 2012 $ / shares shares	Jun. 30, 2019 USD ($)	Mar. 31, 2017 USD ($)	Jul. 31, 2016 USD ($)	Oct. 31, 2014 USD ($) ft²	Dec. 31, 2014	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Jan. 01, 2019 USD ($)	Apr. 30, 2018 USD ($)	Jul. 18, 2014 $ / shares
Related Party Transaction [Line Items]
Warrant purchase price \| $ / shares												$ 100.00
Other Research and Development Expense							$ 151,934,000	$ 148,269,000	$ 149,793,000
Operating Lease Liability							12,081,000	11,834,000
Right-of-use-assets							9,312,000	9,402,000
Lfb Group [Member] \| LFB License Agreement
Related Party Transaction [Line Items]
Other Research and Development Expense							6,000,000.0
Accounts payable related to LFB Biotechnologies							$ 0
LFB Biotechnologies [Member] \| LFB License Agreement \| Common Stock [Member]
Related Party Transaction [Line Items]
Commont stock issued \| shares	5,000,000
Warrants issued to purchase common stock \| shares	2,500,000
Warrant purchase price \| $ / shares	$ 0.001
Office Agreement [Member]
Related Party Transaction [Line Items]
Percentage Of Occupancy					45.00%	45.00%	65.00%
Area of leases office space \| ft²					24,000
Operating Lease Initial Commitment Period					15 years		15 years
Average Annual Rental Payments					$ 1,100,000		$ 1,400,000
Operating Lease Liability							12,100,000			$ 9,300,000
Right-of-use-assets							9,300,000			$ 7,700,000
Initial commitment period for office lease space					3 years
Long-term Line of Credit					$ 600,000
Additional collateral pledged											$ 600,000
Upfront licensing fee paid				$ 1,000,000.0
Expenses incurred			$ 200,000
Upfront fee							1,100,000	4,100,000
Shared Services Agreement [Member]
Related Party Transaction [Line Items]
Costs and Expenses, Related Party							$ 800,000	$ 900,000	1,600,000
Collaboration Agreement [Member]
Related Party Transaction [Line Items]
Upfront fee		$ 1,000,000.0							$ 600,000

Consolidated Statements of Equity (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Statement of Stockholders' Equity [Abstract]
Offering costs	$ 29.9	$ 0.2	$ 2.0
Offering costs, at market	$ 4.0	$ 2.0

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accumulated deficit	$ 980,597	$ 701,216
Cash and cash equivalents, and investment securities	605,400
Restricted cash pledge	1,300	1,300
Prepaid research and development	5,231	$ 8,105
Impairment to goodwill	$ 0

CASH AND CASH EQUIVALENTS - Summary of cash and cash equivalents (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
CASH. AND CASH EQUIVALENTS
Checking and bank deposits	$ 399,879	$ 110,135
Money market funds	153,560	2,502
Total	$ 553,439	$ 112,637	$ 41,958

FAIR VALUE MEASUREMENTS (Details) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Mar. 31, 2010 USD ($) $ / shares	Dec. 31, 2020 USD ($) payment item	Dec. 31, 2019 USD ($) item
Fair Value Measurement [Line Items]
Cumulative liability		$ 20.3	$ 19.3
Manhattan and Ariston Pharmaceuticals Merger [Member]
Fair Value Measurement [Line Items]
Notes Issued	$ 15.5
Debt instrument, term	5 years
Det instrument rate	5.00%
Debt Instrument convertible conversion price \| $ / shares	$ 1,125
Percentage of cash proceeds from operation to repay convertible debt	50.00%
Convertible Notes Payable [Member]
Fair Value Measurement [Line Items]
Det instrument rate	5.00%	5.00%	5.00%
Debt Instrument convertible conversion price \| $ / shares	$ 1,125
Percentage of cash proceeds from operation to repay convertible debt	50.00%
Number of obligations \| item		0	0
Cumulative liability		$ 20.3	$ 19.3
Number of payments \| payment		0

STOCKHOLDERS' EQUITY - Fair value assumptions of options (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Minimum [Member]
Volatility, minimum	186.91%	172.99%
Expected term (in years)	5 years	5 years
Risk-free rate, minimum	0.34%	1.82%
Maximum [Member]
Volatility, maximum	191.05%	291.61%
Expected term (in years)	6 years 3 months	6 years 3 months
Risk-free rate, maximum	0.54%	2.49%

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
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	140,617,606	109,425,243
Common stock, shares outstanding	140,576,297	109,383,934
Treasury stock, shares	41,309	41,309

INVESTMENT SECURITIES - Summary of investment securities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Amortized cost, as adjusted	$ 51,987	$ 27,798
Gross unrealized holding gains	1	28
Gross unrealized holding losses	4
Estimated fair value	51,984	27,826
Short-term Investments [Member] \| Obligations of domestic governmental agencies [Member]
Amortized cost, as adjusted	51,987	27,798
Gross unrealized holding gains	1	28
Gross unrealized holding losses	4
Estimated fair value	$ 51,984	$ 27,826

FAIR VALUE MEASUREMENTS - Financial liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
5% Notes	$ 938	$ 190
Totals	938	190
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	938	190
Totals	$ 938	$ 190

OTHER LIABILITIES - Notes payables in other current liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Notes payable, Current portion, net	$ 938	$ 190
Notes Payable, Noncurrent, net	0	0
Notes Payable.	938	190
Convertible Notes [Member]
Notes payable, Current portion, net	938	190
Notes Payable, Noncurrent, net	0	0
Notes Payable.	$ 938	$ 190

OTHER LIABILITIES (Details)	1 Months Ended	3 Months Ended	12 Months Ended
OTHER LIABILITIES (Details)	Mar. 31, 2010 $ / shares	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) payment item	Dec. 31, 2019 USD ($) item	Dec. 31, 2018 USD ($)
Cumulative Liability			$ 20,300,000	$ 19,300,000
Construction Contract Cost, Progress Payment Offset			37,400,000
Agreement total costs			53,700,000
Agreement costs included in current liabilities			$ 15,700,000	47,200,000
Percentage Of Administrative Fee			6.00%
Interest Expenses			$ 1,200,000	$ 1,200,000	$ 0
Subsequent Event [Member]
Agreement costs included in current liabilities		$ 4,200,000
Convertible Notes Payable [Member]
Det instrument rate	5.00%		5.00%	5.00%
Debt Instrument convertible conversion price \| $ / shares	$ 1,125
Percentage Of Cash Proceeds From Operation To Repay Convertible Debt	50.00%
Cumulative Liability			$ 20,300,000	$ 19,300,000
Construction Contract Cost, Progress Payment Offset			$ 0
Number of obligations \| item			0	0
Number of payments \| payment			0

LONG-TERM DEBT - Estimated fair value of warrants (Details) - Warrant [Member]	12 Months Ended
	Dec. 31, 2020 $ / shares
Measurement Input, Exercise Price [Member]
Exercise Price	$ 4.08
Measurement Input, Share Price [Member]
Common share price on date of issuance	$ 6.80
Measurement Input, Price Volatility [Member]
Volatility	195.90%
Measurement Input, Risk Free Interest Rate [Member]
Risk-free interest rate	2.63%
Measurement Input, Expected Term [Member]
Contractual term (in years)	7 years

LEASES - Classification of lease liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
LEASES
Lease liability current portion	$ 1,669	$ 1,616
Lease liability non-current	10,412	10,218
Total lease liability	$ 12,081	$ 11,834

LEASES - Maturities of lease liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
LEASES
2021	$ 2,012
2022	2,035
2023	2,040
2024	1,923
2025	1,653
After 2025	9,884
Total lease payments	19,547
Less: Interest	(7,466)
Total lease liability	$ 12,081	$ 11,834

INCOME TAXES - Summary of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets:
Net operating loss carryforwards	$ 223,685	$ 158,177
Research and development credit	27,558	22,483
Noncash compensation	22,381	4,680
Disallowed interest	1,855	710
Other	1,224	661
Deferred tax asset, excluding valuation allowance	276,703	186,711
Less valuation allowance	276,703	186,711
Net deferred tax assets	$ 0	$ 0

INCOME TAXES (Details) - USD ($)	12 Months Ended
INCOME TAXES (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Deferred Tax Assets And Liabilities [Line Items]
Valuation allowance	$ 276,703,000	$ 186,711,000
Operating Loss Carryforwards	956,300,000
Research and Development Carryforward	27,600,000
Business Interest Expense Carryforward	7,500,000
Current income tax expense	0
Deferred income tax expense	0
Accrual for interest and penalties related to uncertain tax positions	$ 0
Us Federal Income Tax [Member]
Deferred Tax Assets And Liabilities [Line Items]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%	21.00%	21.00%

LICENSE AGREEMENTS (Details) - USD ($)	1 Months Ended					12 Months Ended
LICENSE AGREEMENTS (Details) - USD ($)	Jul. 31, 2019	Apr. 30, 2018	May 31, 2016	Mar. 31, 2015	Dec. 31, 2012	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Nov. 30, 2012
Income taxes						$ 0	$ 0	$ 0
Collaboration Agreement [Member]
Upfront fee				$ 1,000,000.0
Manufacturing expense						1,100,000	4,100,000	600,000
JBET Agreement [Member]
Upfront fee						1,000,000.0
Income taxes						177,000,000
TG-1101 [Member]
Upfront fee			$ 5,000,000.0		$ 2,000,000.0
Income taxes					$ 300,000
Term after first commercial sale					15 years
Deferred Revenue						800,000	900,000
Deferred Revenue, Current						152,000	$ 152,000	$ 152,000
TG-1701 [Member]
Upfront fee	$ 100,000	$ 1,000,000.0				350,000,000
TG-1801 [Member]
Upfront fee						$ 3,000,000.0
Additional payments on achievement of certain milestones									$ 185,000,000

COMMITMENTS AND CONTINGENCIES - Contractual obligations (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Payment due by period, Contractual obligations, Less than 1 year	$ 39,860
Payment due by period, Contractual obligations, 1-3 years	11,896
Payment due by period, Contractual obligations, 3-5 years	3,577
Payment due by period, Contractual obligations, More than 5 years	9,884
Payment due by period, Contractual obligations, Total	65,217
Operating Leases [Member]
Payment due by period, Contractual obligations, Less than 1 year	2,012
Payment due by period, Contractual obligations, 1-3 years	4,075
Payment due by period, Contractual obligations, 3-5 years	3,577
Payment due by period, Contractual obligations, More than 5 years	9,884
Payment due by period, Contractual obligations, Total	19,548
Long-term debt [Member]
Payment due by period, Contractual obligations, Less than 1 year	22,179
Payment due by period, Contractual obligations, 1-3 years	7,821
Payment due by period, Contractual obligations, 3-5 years	0
Payment due by period, Contractual obligations, More than 5 years	0
Payment due by period, Contractual obligations, Total	30,000
Contract Manufacturer [Member]
Payment due by period, Contractual obligations, Less than 1 year	15,669
Payment due by period, Contractual obligations, 1-3 years	0
Payment due by period, Contractual obligations, 3-5 years	0
Payment due by period, Contractual obligations, More than 5 years	0
Payment due by period, Contractual obligations, Total	$ 15,669