| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. __)* | |
|
TG Therapeutics, Inc. | |
| (Name of Issuer) | |
|
Common Stock, par value $0.001 per share | |
| (Title of Class of Securities) | |
|
88322Q108 | |
| (CUSIP Number) | |
|
March 22, 2023 | |
| (Date of Event Which Requires Filing of This Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| ¨ | Rule 13d-1(b) |
| þ | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 9 Pages) | |
______________________________
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 88322Q108 | 13G | Page 2 of 9 Pages |
| 1 |
NAME OF REPORTING PERSON Darwin Global Management, Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) o | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Jersey | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 10,451,241 shares of Common Stock | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 10,451,241 shares of Common Stock | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,451,241 shares of Common Stock | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1% | |||
| 12 |
TYPE OF REPORTING PERSON IA, OO | |||
| CUSIP No. 88322Q108 | 13G | Page 3 of 9 Pages |
| 1 |
NAME OF REPORTING PERSON Dr. Abhishek Trehan | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) o | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 10,451,241 shares of Common Stock | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 10,451,241 shares of Common Stock | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,451,241 shares of Common Stock | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1% | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 88322Q108 | 13G | Page 4 of 9 Pages |
| 1 |
NAME OF REPORTING PERSON Darwin Global Master Fund, Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) o | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 9,334,663 shares of Common Stock | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 9,334,663 shares of Common Stock | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,334,663 shares of Common Stock | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.4% | |||
| 12 |
TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 88322Q108 | 13G | Page 5 of 9 Pages |
| Item 1(a). | NAME OF ISSUER |
| TG Therapeutics, Inc. (the “Issuer”) |
| Item 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
| 3020 Carrington Mill Blvd, Suite 475, Morrisville, North Carolina 27560. |
| Item 2(a). | NAME OF PERSON FILING |
|
This statement is filed by:
(i) Darwin Global Management, Ltd., a limited company incorporated under the laws of Jersey (“Darwin Global”). The shares of Common Stock (as defined in Item 2(d) below) to which this filing relates are held directly by (a) Master Fund (as defined below), to which Darwin Global serves as investment manager and (b) a sub-account (the “Managed Account”) to which Darwin Global serves as sub-advisor;
(ii) Dr. Abhishek Trehan (“Dr. Trehan”), the Chief Investment Officer and the controlling person of Darwin Global, with respect to the shares of Common Stock held by each of Master Fund and the Managed Account; and
(iii) Darwin Global Master Fund Ltd. (“Master Fund”), a Cayman Islands exempted company, with respect to the shares of Common Stock held by it.
The foregoing persons are hereinafter sometimes each referred to a “Reporting Person” and collectively referred to as the “Reporting Persons.”
The filing of this statement should not be construed as an admission that any Reporting Person is, for purposes of Section 13 of the Act, the beneficial owner of the securities reported herein. |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
| The address of the business office of each of the Reporting Persons is Whiteley Chambers, Don Street, St. Helier, Jersey JE2 4TR. |
| Item 2(c). | CITIZENSHIP |
| Darwin Global is a Jersey limited company. Dr. Trehan is a British citizen. Master Fund is a Cayman Islands exempted company. |
| Item 2(d). | TITLE OF CLASS OF SECURITIES |
| Common Stock, par value $0.001 per share (the "Common Stock"). |
| Item 2(e). | CUSIP NUMBER |
| 88322Q108 |
| CUSIP No. 88322Q108 | 13G | Page 6 of 9 Pages |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
| |
| (g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
| |
| (i) | ¨ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
| |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: __________________________________ |
| Item 4. | OWNERSHIP |
|
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page and is incorporated herein by reference.
The percentage set forth in Row 11 of this Schedule 13G is calculated based upon 146,363,127 shares of Common Stock outstanding as of February 17, 2023, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 1, 2023. |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| Not applicable. |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
| See Item 2. |
| CUSIP No. 88322Q108 | 13G | Page 7 of 9 Pages |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
| Not applicable. |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
| Not applicable. |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not applicable. |
| Item 10. | CERTIFICATION |
| Each Reporting Person hereby makes the following certification: | |
| By signing below, each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | |
| CUSIP No. 88322Q108 | 13G | Page 8 of 9 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: April 3, 2023
| DARWIN GLOBAL MANAGEMENT, LTD. | |
| /s/ John Legge | |
| Name: John Legge | |
| Title: Director and Chief Financial Officer | |
| /s/ Dr. Abhishek Trehan | |
| DR. ABHISHEK TREHAN | |
| DARWIN GLOBAL Master fund, LTD. | |
By: DARWIN GLOBAL MANAGEMENT, LTD, its investment manager |
|
| /s/ John Legge | |
| Name: John Legge | |
| Title: Director and Chief Financial Officer |
| CUSIP No. 88322Q108 | 13G | Page 9 of 9 Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATE: April 3, 2023
| DARWIN GLOBAL MANAGEMENT, LTD. | |
| /s/ John Legge | |
| Name: John Legge | |
| Title: Director and Chief Financial Officer | |
| /s/ Dr. Abhishek Trehan | |
| DR. ABHISHEK TREHAN | |
| DARWIN GLOBAL Master fund, LTD. | |
By: DARWIN GLOBAL MANAGEMENT, LTD, its investment manager |
|
| /s/ John Legge | |
| Name: John Legge | |
| Title: Director and Chief Financial Officer |