0001558370-23-013429 | 10-Q | XBRL Viewer

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INVESTMENT SECURITIES - Summary of investment securities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Amortized cost, as adjusted	$ 47,896	$ 71,778
Gross unrealized holding losses	579	1,482
Estimated fair value	47,317	70,296
Short-term Investments [Member] \| Obligations of domestic governmental agencies [Member]
Amortized cost, as adjusted	47,896	59,374
Gross unrealized holding losses	579	1,053
Estimated fair value	$ 47,317	58,321
Long-term investments [Member] \| Obligations of domestic governmental agencies [Member]
Amortized cost, as adjusted		12,404
Gross unrealized holding losses		429
Estimated fair value		$ 11,975

STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2023

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 6 STOCKHOLDERS’ EQUITY

Preferred Stock

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

Common Stock

Our amended and restated certificate of incorporation authorizes the issuance of up to 175,000,000 shares of $0.001 par value common stock.

On September 2, 2022, we filed an automatic “shelf registration” statement on Form S-3 (the 2022 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 2022 WKSI Shelf was declared effective in September 2022. In connection with the 2022 WKSI Shelf, we entered into an At-the-Market Issuance Sales Agreement (the 2022 ATM) with Cantor Fitzgerald & Co. and B. Riley Securities, Inc. (each a 2022 Agent and collectively, the 2022 Agents), relating to the sale of shares of our common stock. Under the 2022 ATM, we will pay the 2022 Agents a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of common stock.

During the six months ended June 30, 2023, we sold a total of 1,385,700 shares of common stock under the 2022 ATM for aggregate total gross proceeds of approximately $47.1 million at an average selling price of $34.01 per share, resulting in net proceeds of approximately $46.3 million after deducting commissions and other transactions costs. The 2022 WKSI Shelf is currently our only active shelf-registration statement. We may offer any combination of the securities registered under the 2022 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 may need to file additional shelf-registration statements in the future to provide us with the flexibility to raise additional capital to finance our operations as needed.

Equity Incentive Plans

The TG Therapeutics, Inc. 2022 Incentive Plan (the 2022 Incentive Plan) was approved by stockholders in June 2022 with 17 million shares available to be issued, of which not more than 10 million shares may be issued pursuant to “full-value awards.” Full-value awards include any award other than an option or stock appreciation right and which is settled by the issuance of stock. As of June 30, 2023, 4,611,910 shares of restricted stock and 2,272,500 options were outstanding and up to an additional 9,175,825 shares were available to be issued under the 2022 Incentive Plan.

The TG Therapeutics, Inc. Amended and Restated 2012 Incentive Plan (the 2012 Incentive Plan) was approved by stockholders in June 2020. As of June 30, 2023, 5,212,361 shares of restricted stock and 2,527,029 options were outstanding, and no additional shares were available to be issued under the 2012 Incentive Plan as the 2022 Incentive Plan is now the only active incentive plan.

Stock-based compensation expense included in the condensed consolidated statements of operations was $19.4 million and $1.1 million for the six months ended June 30, 2023 and 2022, respectively. The $19.4 million for the six months ended June 30, 2023, is net of $1.3 million of stock-based compensation expense that was capitalized into inventory.

Stock Options and Restricted Stock

The following table summarizes the activity for stock options and restricted stock for the six months ended June 30, 2023:


	Stock Options	Restricted Stock
Equity awards outstanding, beginning of year	5,135,685	8,732,286
Changes during the year:
Granted	—	3,112,736
Exercised or vested	(143,656)	(1,921,285)
Expired or Forfeited	(192,500)	(99,466)
Equity awards outstanding, end of period	4,799,529	9,824,271

As of June 30, 2023, total compensation cost related to unvested awards not yet recognized and the weighted-average periods over which the awards are expected to be recognized were as follows:


(in thousands)		Stock Options	Restricted Stock
Unrecognized compensation cost	$	6,021	$	42,500
Expected weighted-average period in years of compensation cost to be recognized		2.9		3.0

Warrants

The Company’s only outstanding warrants are the warrants issued to Hercules as part of the Loan Agreement, the Amended Loan Agreement and the First Amendment (as such terms are defined below) to purchase 147,058, 115,042 and 50,172 shares of our common stock with exercise prices of $4.08, $17.95 and $14.70, respectively. See Note 7 for further details. There will not be any ongoing stock compensation expense volatility associated with these warrants.

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (86,841)	$ (109,523)
Adjustments to reconcile net loss to net cash used in operating activities:
Noncash stock compensation expense	19,364	1,146
Depreciation and amortization	100	154
Amortization of premium (discount) on investment securities	(487)	(17)
Amortization of debt issuance costs	1,100	922
Amortization of leasehold interest	106	106
Noncash change in lease liability and right of use asset	990	1,014
Change in fair value of notes payable	261	(276)
Changes in assets and liabilities:
Increase in inventory	(28,896)
(Increase) decrease in other current assets	(9,316)	8,054
(Increase) decrease in accounts receivable	(17,484)	1,301
Increase (decrease) in accounts payable and accrued expenses	19,136	(21,355)
Decrease in lease liabilities	(1,187)	(995)
Increase in other current liabilities	1,323	1,740
Decrease in deferred revenue	(76)	(76)
Net cash used in operating activities	(101,907)	(117,805)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturity of short-term securities	46,501	38,525
Investment in held-to-maturity securities	(22,168)	(71,810)
Purchases of PPE		(7)
Net cash provided by (used in) investing activities	24,333	(33,292)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of loan payable		(975)
Proceeds from exercise of options	1,114	260
Issuance of common stock, net	46,296
Proceeds from debt financings	25,000
Financing costs paid	(125)
Net cash (used in) provided by financing activities	72,285	(715)
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(5,289)	(151,812)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD	103,577	300,151
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$ 98,288	$ 148,339

LOANS PAYABLE - Summary (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
LOAN PAYABLE
Loan payable	$ 95,000	$ 70,000
Add: Accreted Liability of final payment fee	9,090	6,667
Loan payable, gross	104,090	76,667
Less: unamortized debt issuance costs	(6,390)	(5,532)
Loan payable	97,700	71,135
Total loan payable	97,700	71,135
Loan payable non-current	$ 97,700	$ 71,135

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

INVENTORY (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2023
Inventory
Raw Materials		$ 24
Work in Process		29,551
Finished Goods		659
Total Inventory		$ 30,234
BRIUMVI (Ublituximab)
Inventory
Costs related to BRIUMVI	$ 0

STOCKHOLDERS' EQUITY - Equity Incentive Plans (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Total expense associated with the stock options	$ 19,364	$ 1,146
Amount of stock-based compensation expense that was capitalized into inventory	$ 1,146
Amended and Restated 2012 Incentive Plan [Member]
Restricted stock outstanding	5,212,361
Options outstanding	2,527,029
Number of additional shares that may be issued	0
Incentive Plan 2022
Approved shares available to be issued		17,000,000
Restricted stock outstanding	4,611,910
Options outstanding	2,272,500
Number of additional shares that may be issued	9,175,825
Incentive Plan 2022 \| Maximum [Member]
Approved shares available for issue pursuant to full-value awards		10,000,000

LEASES

6 Months Ended

Jun. 30, 2023

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 $1.8 million under the Office Agreement. We began to occupy this space in April 2016, with rental payments beginning in the third quarter of 2016. Also in connection with this Office Agreement, we have pledged $1.3 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 condensed consolidated balance sheets.

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. We incurred rental expense of $0.1 million for the six months ended June 30, 2023.

In October 2021, we finalized a five-year lease for office space in North Carolina (the NC Lease). We approximate an average annual rental obligation of $0.2 million under the NC Lease. We took possession of this space in February 2022, with rental payments beginning in April 2022. We incurred rental expense of $0.1 million for the six months ended June 30, 2023.

At January 1, 2019, we recognized a lease liability and corresponding Right-of-Use (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 $11.3 million and $8.5 million, respectively, as of June 30, 2023. Our leases have remaining lease terms of 2 years to 9 years. One lease has a renewal option to extend the lease for an additional term of two years. The following components of lease expense are included in the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022:



	Three months ended				Six months ended
	June 30,		June 30,		June 30,
(in thousands)	2023		2022		2023		2022
Operating lease cost	$	552	$	524	$	1,096	$	1,038
Net lease cost	$	552	$	524	$	1,096	$	1,038

As of June 30, 2023, the weighted-average remaining operating lease term was 6.1 years and the weighted-average discount rate for operating leases was 9.98%. Cash paid for amounts included in the measurement of operating lease liabilities during the six months ended June 30, 2023 was $1.2 million. The balance sheet classification of lease liabilities was as follows:


	June 30,		December 31,
(in thousands)	2023		2022
Liabilities
Lease liability current portion	$	1,512	$	1,581
Lease liability non-current		9,805		10,344
Total lease liability	$	11,317	$	11,925

As of June 30, 2023, the maturities of lease liabilities were as follows:


	Operating
(in thousands)		leases
Remainder of 2023	$	1,188
2024		2,388
2025		2,100
2026		2,080
2027		1,913
After 2028		6,543
Total lease payments		16,212
Less: interest		(4,895)
Present value of lease liabilities(*)	$	11,317

(*)

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 through December 31, 2021. We used an incremental borrowing rate of 5.65% for the NC lease.

INVESTMENT SECURITIES (Tables)

6 Months Ended

Jun. 30, 2023

INVESTMENT SECURITIES

Schedule of investment securities

The following tables summarize our investment securities at June 30, 2023 and December 31, 2022:


	June 30, 2023
	Amortized		Gross		Gross
	cost, as		unrealized		unrealized		Estimated
(in thousands)	adjusted		holding gains		holding losses		fair value
Short-term investments:
Obligations of domestic governmental agencies (maturing between July 2023 and February 2024) (held-to-maturity)	$	47,896	$	—	$	579	$	47,317
Total short-term investment securities	$	47,896	$	—	$	579	$	47,317

	December 31, 2022
	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 2023 and December 2023) (held-to-maturity)	$	59,374	$	—	$	1,053	$	58,321

Long-term investments:
Obligations of domestic governmental agencies (maturing between January 2024 and February 2024) (held-to-maturity)		12,404		—		429		11,975
Total short-term and long-term investment securities	$	71,778	$	—	$	1,482	$	70,296

- Definition

Tabular disclosure of information about investment in debt security measured at amortized cost (held-to-maturity).

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+ Details

INVESTMENT SECURITIES

6 Months Ended

Jun. 30, 2023

INVESTMENT SECURITIES

INVESTMENT SECURITIES

NOTE 3 INVESTMENT SECURITIES

Our investments as of June 30, 2023 and December 31, 2022 are classified as held-to-maturity. Held-to-maturity investments are recorded at amortized cost.

The following tables summarize our investment securities at June 30, 2023 and December 31, 2022:


	June 30, 2023
	Amortized		Gross		Gross
	cost, as		unrealized		unrealized		Estimated
(in thousands)	adjusted		holding gains		holding losses		fair value
Short-term investments:
Obligations of domestic governmental agencies (maturing between July 2023 and February 2024) (held-to-maturity)	$	47,896	$	—	$	579	$	47,317
Total short-term investment securities	$	47,896	$	—	$	579	$	47,317

	December 31, 2022
	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 2023 and December 2023) (held-to-maturity)	$	59,374	$	—	$	1,053	$	58,321

Long-term investments:
Obligations of domestic governmental agencies (maturing between January 2024 and February 2024) (held-to-maturity)		12,404		—		429		11,975
Total short-term and long-term investment securities	$	71,778	$	—	$	1,482	$	70,296

SUBSEQUENT EVENTS (Details) - Neuraxpharm Agreement $ in Millions	1 Months Ended
	Jul. 31, 2023 USD ($)
Subsequent Event
Amount of one-time, non-refundable payment upon contract execution	$ 140.0
Additional payment upon first key market commercial launch	12.5
Additional milestone-based payments on achievement of certain launch and commercial milestones	$ 492.5
Percentage of digit royalties on net product sales	30.00%
Agreement Buyback Period	2 years

LEASES - Maturities of lease liabilities (Details) $ in Thousands	Jun. 30, 2023 USD ($)
LEASES
Remainder of 2023	$ 1,188
2024	2,388
2025	2,100
2026	2,080
2027	1,913
After 2028	6,543
Total lease payments	16,212
Less: Interest	(4,895)
Present value of lease liabilities	$ 11,317

NET PRODUCT REVENUE

6 Months Ended

Jun. 30, 2023

NET PRODUCT REVENUE

NET PRODUCT REVENUE

NOTE 2 NET PRODUCT REVENUE

For the three and six months ended June 30, 2023 our only source of product revenue has been from U.S. sales of BRIUMVI which we began shipping to our customers in January 2023. For the three and six months ended June 30, 2022 our only source of product revenue was from the U.S. sales of UKONIQ, which we began shipping to our customers in February 2021. The voluntary withdrawal of UKONIQ from the U.S. market was announced on April 15, 2022. Effective May 31, 2022, UKONIQ was officially withdrawn from the market.

As of June 30, 2023, approximately $3.8 million of estimated gross-to-net accruals have been recorded as a reduction of accounts receivable, net and within accounts payable and accrued expenses on the condensed consolidated balance sheets.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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+ Details

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Computation of diluted loss per share (Details) - shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from calculation	13,456,358	13,512,092
Unvested Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from calculation	8,324,240	10,004,825
Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from calculation	4,799,523	3,225,515
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from calculation	312,272	262,100
Share Issuable Upon Note Conversion [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from calculation	20,323	19,652

Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Reconciliation to amounts on condensed consolidated balance sheets:
Cash and cash equivalents	$ 97,009	$ 147,073
Restricted cash	1,279	1,266
Total cash, cash equivalents and restricted cash	98,288	148,339
Cash paid for:
Interest	3,929	$ 2,622
NONCASH TRANSACTIONS
Deferred financing costs	1,238
Warrants issued with debt financing	$ 595

Condensed Consolidated Statements of Changes in Stockholders Equity (Parenthetical) $ in Millions	3 Months Ended
	Jun. 30, 2023 USD ($)
Condensed Consolidated Statements of Changes in Stockholders' Equity
Offering costs	$ 0.8

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 10 RELATED PARTY TRANSACTIONS

In July 2015, we entered into a Shared Services Agreement (the Shared Services Agreement) with FBIO to share the cost of certain services such as facilities use, personnel costs and other overhead and administrative costs. The Shared Services Agreement requires us to pay our respective share of services utilized. In connection with the Shared Services Agreement, we incurred expenses of approximately $0.5 million and $0.4 million for the six months ended June 30, 2023 and 2022, respectively, primarily related to shared personnel. Mr. Weiss, our Chairman and Chief Executive Officer, also serves as a director and Executive Vice Chairman, Strategic Development of FBIO.

Please refer to Note 8 – Leases for details regarding the Office Agreement with FBIO.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

LOANS PAYABLE (Details) $ / shares in Units, $ in Thousands		6 Months Ended		12 Months Ended
LOANS PAYABLE (Details) $ / shares in Units, $ in Thousands	Mar. 31, 2023 USD ($) item	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Feb. 28, 2019 USD ($) item
Debt Instrument [Line Items]
Paid in kind interest rate	2.25%
Interest rate	8.95%
Additional advance under tranche \| item	2
Final payment		4.95%
Paid in kind interest rate				3.45%
Amortization of Debt Issuance Costs		$ 1,100	$ 922
Tranche Five
Debt Instrument [Line Items]
Amount of draw	$ 25,000
Prime Rate [Member]
Debt Instrument [Line Items]
Spread added to rate ( as a percent)	1.20%
Term Loan [Member]
Debt Instrument [Line Items]
Maximum term loan facility				$ 60,000	$ 60,000
Amount of outstanding loan balance				7,800
Number of advances \| item					4
Final payment fee (as a percentage)		5.95%
Amount drawn on first advance					$ 30,000
Term Loan [Member] \| Tranche Three
Debt Instrument [Line Items]
Amount of draw	$ 65,000
Term Loan [Member] \| Tranche 3A Advance
Debt Instrument [Line Items]
Amount drawn on first advance	25,000
Term Loan [Member] \| Tranche 3B Advance
Debt Instrument [Line Items]
Amount of draw	20,000
Term Loan [Member] \| Tranche 3C Advance
Debt Instrument [Line Items]
Incremental amount	10,000
Term Loan [Member] \| Tranche Four
Debt Instrument [Line Items]
Amount of draw	$ 60,000
Amended Loan Agreement
Debt Instrument [Line Items]
Maximum term loan facility				200,000
Amount drawn on first advance				$ 70,000
Warrant Exercisable Term		7 years
Financing expenses		$ 2,000
Amortization of Debt Issuance Costs		1,100	$ 900
Unamortized balance of debt		$ 6,400
Amended Loan Agreement \| Prime Rate [Member]
Debt Instrument [Line Items]
Spread added to rate ( as a percent)				2.15%
Amended Loan Agreement \| Prime Rate [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Interest rate (as a percent)				5.40%
Amended Loan Agreement \| Warrants [Member]
Debt Instrument [Line Items]
Warrant Coverage Percentage		2.95%
Warrants issued \| shares		50,172
Warrant purchase price \| $ / shares		$ 14.70
Amended Loan Agreement \| Debt Instrument, Prepayment Occurs Prior To First Anniversary Of First Amendment Effective Date
Debt Instrument [Line Items]
Prepayment charge (as a percent)		1.50%
Amended Loan Agreement \| Debt Instrument, Prepayment Occurs On Or After The First Anniversary Of First Amendment Effective Date
Debt Instrument [Line Items]
Prepayment charge (as a percent)		1.00%

INVENTORY (Tables)

6 Months Ended

Jun. 30, 2023

INVENTORY

Schedule of Inventory



	June 30, 2023
Raw Materials	$	24
Work in Process		29,551
Finished Goods		659
Total Inventory	$	30,234

INVENTORY

6 Months Ended

Jun. 30, 2023

INVENTORY

INVENTORY

NOTE 4 INVENTORY

The following table presents our inventory as of June 30, 2023 (in thousands):



	June 30, 2023
Raw Materials	$	24
Work in Process		29,551
Finished Goods		659
Total Inventory	$	30,234

Inventory is stated at the lower of cost or net realizable value and consists of raw materials, work-in-process and finished goods. Cost is determined using a standard cost method, which approximates actual cost, and assumes a FIFO flow of goods. At June 30, 2023, all of our inventory was related to BRIUMVI, which was approved by the FDA on December 28, 2022, at which time we began to capitalize costs to manufacture BRIUMVI. The Company has not recorded any inventory write downs since that time. Prior to the FDA approval of BRIUMVI, all costs related to the manufacturing of BRIUMVI and related material were charged to research and development expense in the period incurred. No costs related to the manufacturing of BRIUMVI and the related material were incurred between the approval date and year end 2022, therefore, inventory is not included in the December 31, 2022 condensed consolidated balance sheets. Inventory that is used for clinical development purposes is expensed to research and development expense when consumed. At June 30, 2023, we determined that a reserve related to BRIUMVI inventory is not required. We currently use a limited number of third-party contract manufacturing organizations (CMOs) to produce our inventory.

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue:
Revenue	$ 16,074	$ 594	$ 23,877	$ 2,610
Costs and expenses:
Cost of product revenue	1,911	23	2,768	260
Research and development:
Noncash compensation	5,664	2,328	7,247	4,223
Other research and development	22,458	24,546	36,744	70,693
Total research and development	28,122	26,874	43,991	74,916
Selling, general and administrative:
Noncash compensation	6,877	(3,304)	12,117	(3,077)
Other selling, general and administrative	23,838	15,942	46,666	36,324
Total selling, general and administrative	30,715	12,638	58,783	33,247
Total costs and expenses	60,748	39,535	105,542	108,423
Operating loss	(44,674)	(38,941)	(81,665)	(105,813)
Other expense (income):
Interest expense	3,627	3,017	6,471	5,681
Other income	(691)	(1,448)	(1,295)	(1,971)
Total other expense (income), net	2,936	1,569	5,176	3,710
Net loss	$ (47,610)	$ (40,510)	$ (86,841)	$ (109,523)
Basic net loss per common share (in dollars per share)	$ (0.34)	$ (0.30)	$ (0.62)	$ (0.81)
Diluted net loss per common share (in dollars per share)	$ (0.34)	$ (0.30)	$ (0.62)	$ (0.81)
Weighted-average shares used in computing basic net loss per common share (in shares)	141,503,738	134,779,904	140,911,295	134,591,250
Weighted-average shares used in computing diluted net loss per common share (in shares)	141,503,738	134,779,904	140,911,295	134,591,250
Product revenue, net [Member]
Revenue:
Revenue	$ 16,036	$ 556	$ 23,801	$ 2,534
License revenue [Member]
Revenue:
Revenue	$ 38	$ 38	$ 76	$ 76

LOANS PAYABLE - Estimated fair value of warrants (Details)	6 Months Ended
	Jun. 30, 2023 $ / shares
Measurement Input, Expected Term [Member]
Contractual term (in years)	7 years
Warrants [Member] \| Measurement Input, Exercise Price [Member]
Exercise price	$ 14.70
Warrants [Member] \| Measurement Input, Share Price [Member]
Common share price on date of issuance	$ 15.04
Warrants [Member] \| Measurement Input, Price Volatility [Member]
Volatility	0.88%
Warrants [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Risk-free interest rate	3.60%

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2023

FAIR VALUE MEASUREMENTS

Schedule of change in level three fair value during period

We have no Level 1 or Level 2 instruments. Our Level 3 instrument amounts represent the fair value of the 5% Notes and related accrued interest. The following table summarizes the changes in Level 3 instruments during the six months ended June 30, 2023:


(in thousands)
Balance at December 31, 2022		243
Interest accrued on face value of 5% Notes		286
Change in fair value of Level 3 liabilities		(24)
Balance at June 30, 2023	$	505

LICENSE AGREEMENTS (Details) - USD ($)	1 Months Ended		3 Months Ended	6 Months Ended	12 Months Ended
LICENSE AGREEMENTS (Details) - USD ($)	Dec. 31, 2012	Jan. 31, 2012	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2012	Jun. 30, 2022	Jun. 22, 2014
Maximum [Member]
Liquidity and Capital Resources
Term of license		15 years
BRIUMVI (Ublituximab)
Liquidity and Capital Resources
Upfront fee	$ 2,000,000.0					$ 2,000,000
Income taxes	$ 300,000
Revenue				$ 76,000
Term after first commercial sale	15 years
Deferred Revenue			$ 400,000	400,000	$ 500,000
License revenue			38,000	38,000			$ 38,000
Deferred Revenue, Current			200,000	200,000
Expenses incurred				31,000,000.0
Royalty Expense			1,500,000	2,300,000
Royalty payable			1,500,000	1,500,000
BRIUMVI (Ublituximab) \| Maximum [Member]
Liquidity and Capital Resources
Additional payments on achievement of certain milestones		$ 12,000,000.0
Potential milestones payable			5,000,000.0	5,000,000.0
UKONIQ (umbralisib) [Member]
Liquidity and Capital Resources
Expenses incurred				24,000,000.0
Potential milestones payable								$ 175,000,000
Accrued Royalties			$ 0	$ 0
Royalty Expense					200,000
Royalty payable					$ 3,000

STOCKHOLDERS' EQUITY - Stock option activity (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023
Restricted stock
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Equity awards outstanding, beginning of year	8,732,286
Granted	3,112,736
Exercised or vested	(1,921,285)
Expired or Forfeited	(99,466)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number	9,824,271
Unrecognized compensation cost	$ 42,500
Expected weighted-average period in years of compensation cost to be recognized	3 years
Employee Stock Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Equity awards outstanding, beginning of year	5,135,685
Exercised or vested	(143,656)
Expired or Forfeited	(192,500)
Equity awards outstanding, end of period	4,799,529
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unrecognized compensation cost	$ 6,021
Expected weighted-average period in years of compensation cost to be recognized	2 years 10 months 24 days

STOCKHOLDERS EQUITY - Warrants (Details) - Warrants [Member]	Jun. 30, 2023 $ / shares shares
Loan Agreement
Warrants Issued \| shares	147,058
Weighted average exercise price of warrants \| $ / shares	$ 4.08
Amended Loan Agreement
Warrants Issued \| shares	115,042
Weighted average exercise price of warrants \| $ / shares	$ 17.95
First Agreement Member
Warrants Issued \| shares	50,172
Weighted average exercise price of warrants \| $ / shares	$ 14.70

NET PRODUCT REVENUE (Details) $ in Millions	Jun. 30, 2023 USD ($)
NET PRODUCT REVENUE
Estimated amount of gross net accruals	$ 3.8

LEASES (Tables)

6 Months Ended

Jun. 30, 2023

LEASES

Schedule of lease cost



	Three months ended				Six months ended
	June 30,		June 30,		June 30,
(in thousands)	2023		2022		2023		2022
Operating lease cost	$	552	$	524	$	1,096	$	1,038
Net lease cost	$	552	$	524	$	1,096	$	1,038

Schedule of classification of lease liabilities


	June 30,		December 31,
(in thousands)	2023		2022
Liabilities
Lease liability current portion	$	1,512	$	1,581
Lease liability non-current		9,805		10,344
Total lease liability	$	11,317	$	11,925

Schedule of lease liability maturity

As of June 30, 2023, the maturities of lease liabilities were as follows:


	Operating
(in thousands)		leases
Remainder of 2023	$	1,188
2024		2,388
2025		2,100
2026		2,080
2027		1,913
After 2028		6,543
Total lease payments		16,212
Less: interest		(4,895)
Present value of lease liabilities(*)	$	11,317

(*)

FAIR VALUE MEASUREMENTS - Summary of changes in Level 3 instruments (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
FAIR VALUE MEASUREMENTS
Balance at beginning of period	$ 243
Interest accrued on face value of 5% Notes	286
Change in fair value of Level 3 liabilities	(24)
Balance at end of period	$ 505

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 97,009,000	$ 102,304,000
Short-term investment securities	47,896,000	59,374,000
Accounts receivable, net	17,484,000
Inventories	30,234,000
Prepaid research and development	4,863,000	4,237,000
Other current assets	11,088,000	2,359,000
Total current assets	208,574,000	168,274,000
Restricted cash	1,279,000	1,273,000
Long-term investment securities		12,404,000
Right of use assets	8,475,000	8,888,000
Leasehold interest, net	1,521,000	1,627,000
Equipment, net	206,000	307,000
Goodwill	799,000	799,000
Total assets	220,854,000	193,572,000
Current liabilities:
Accounts payable and accrued expenses	62,945,000	42,019,000
Other current liabilities	1,569,000	1,169,000
Lease liability - current portion	1,512,000	1,581,000
Accrued compensation	6,641,000	8,432,000
Total current liabilities	72,667,000	53,201,000
Deferred revenue, net of current portion	229,000	305,000
Loan payable - non-current	97,700,000	71,135,000
Lease liability - non-current	9,805,000	10,344,000
Total liabilities	180,401,000	134,985,000
Commitments and contingencies
Stockholders' equity:
Common stock, $0.001 par value per share (175,000,000 shares authorized, 150,969,323 and 146,426,697 shares issued, 150,928,014 and 146,385,388 shares outstanding at June 30, 2023 and December 31, 2022, respectively)	151,000	146,000
Additional paid-in capital	1,654,411,000	1,585,708,000
Treasury stock, at cost, 41,309 shares at June 30, 2023 and December 31, 2022	(234,000)	(234,000)
Accumulated deficit	(1,613,875,000)	(1,527,033,000)
Total stockholders' equity	40,453,000	58,587,000
Total liabilities and stockholders' equity	$ 220,854,000	$ 193,572,000

FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2023

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 5 FAIR VALUE MEASUREMENTS

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

●

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

●

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

●

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

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. We have no obligations under the 5% Notes aside from the conversion feature.

The Company’s financial instruments include cash, cash equivalents consisting of money market funds, accounts receivable, accounts payable and loan payable. As of June 30, 2023 and December 31, 2022, the fair values of cash and cash equivalents, restricted cash, accounts receivable, and loan and interest payable approximate their carrying value. The carrying value of loan payable on the Company’s balance sheet is estimated to approximate its fair value as the interest rate approximates the market rate for loans with similar terms and risk characteristics.


(in thousands)
Balance at December 31, 2022		243
Interest accrued on face value of 5% Notes		286
Change in fair value of Level 3 liabilities		(24)
Balance at June 30, 2023	$	505

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

- Definition

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

+ References + Details

Insider Trading Arrangements	6 Months Ended
Insider Trading Arrangements	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2023

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (GAAP), for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X of the Exchange Act. Accordingly, they may not include all of the information and footnotes required by GAAP for complete financial statements. All adjustments that are, in the opinion of management, of a normal recurring nature and are necessary for a fair presentation of the condensed consolidated financial statements have been included. Nevertheless, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2022. The accompanying condensed December 31, 2022 balance sheet has been derived from these statements. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period.

In December 2018, the Company created an Australian corporation, TG Therapeutics AUS Pty Ltd. (TG AUS), as a wholly-owned subsidiary. This corporation’s functional currency, the Australian dollar, is also its reporting currency, and its financial statements are translated to U.S. dollars, the Company’s reporting currency, prior to consolidation. The activities of TG AUS result in immaterial currency translation adjustments and, thus, are included in Other Income/Expense on the Company’s condensed consolidated statement of operations. The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries, and all intercompany accounts and transactions have been eliminated in consolidation.

Liquidity and Capital Resources

We have incurred operating losses since our inception and expect to continue to incur operating losses for the foreseeable future and may never become profitable. As of June 30, 2023, we have an accumulated deficit of $1.6 billion.

Our major sources of cash have been proceeds from private placement and public offering of equity securities, from our loan and security agreements executed with Hercules Capital, Inc. (Hercules) (see Note 7 for more information), and from our commercialization agreement executed with Neuraxpharm Pharmaceuticals, S.L. (Neuraxpharm) (see Note 11 for more information). Since inception, we have incurred significant operating losses. Substantially all our operating losses have resulted from costs incurred in connection with our research and development programs and from selling, general and administrative costs associated with our operations, including our commercialization activities. As of June 30, 2023, we had generated $23.8 million in revenue from drug sales of BRIUMVI. BRIUMVI first became commercially available in the United States in January of 2023. Even with the commercialization of BRIUMVI and the possible 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 successfully commercialize our drug candidates alone or in partnership; successfully complete any post-approval regulatory obligations; and our ability to

maintain or obtain regulatory approval for our drug candidates. We may continue to incur substantial operating losses even if we begin to generate revenues from our drug candidates.

As of June 30, 2023, we had $144.9 million in cash and cash equivalents, and investment securities. We anticipate that our cash, cash equivalents, and investment securities as of June 30, 2023, combined with the upfront payment of $140.0 million in July 2023 as part of our commercialization agreement with Neuraxpharm and projected revenues associated with the sale of BRIUMVI in the U.S. and ex-U.S., will provide sufficient liquidity for more than a twelve-month period from the date of filing of this Quarterly Report on Form 10-Q.

The actual amount of cash that we will need to operate is subject to many factors, including, but not limited to, our commercialization efforts for BRIUMVI, preparations for the potential commercialization of our other drug candidates, and the timing, design and conduct of clinical trials for our drug candidates. We may be dependent upon significant future financing to provide the cash necessary to execute our ongoing and future 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.”

Revenue Recognition

Pursuant to Topic 606, we recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To achieve this core principle, Topic 606 includes provisions within a five-step model that includes i) identifying the contract with a customer, ii) identifying the performance obligations in the contract, iii) determining the transaction price, iv) allocating the transaction price to the performance obligations, and v) recognizing revenue when, or as, an entity satisfies a performance obligation.

At contract inception, we assess the goods or services promised within each contract and assess whether each promised good or service is distinct and determine those that are performance obligations. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied.

Product Revenue, Net - The Company recognizes product revenues, net of variable consideration related to certain allowances and accruals, when the customer takes control of the product, which is typically upon delivery to the customer. Product revenue is recorded at the net sales price, or transaction price. The Company records product revenue reserves, which are classified as a reduction in product revenues, to account for the components of variable consideration. Variable consideration includes the following components, which are described below: chargebacks, government rebates, trade discounts and allowances, product returns, and co-payment assistance.

These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable (if the amount is expected to be settled with a credit against the Company’s customer account) or a liability (if the amount is expected to be settled with a cash payment). The Company’s estimates of reserves established for variable consideration are calculated based upon a consistent application of the expected value method, which is the sum of probability-weighted amounts in a range of possible consideration amounts. These estimates reflect the Company’s current contractual and statutory requirements, specific known market events and trends, industry data, and forecasted customer buying and payment patterns. The amount of variable consideration that is included in the transaction price may be subject to constraint and is included in net product revenues only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual

amounts of consideration received may ultimately differ from the Company’s estimates. If actual results vary, the Company adjusts these estimates, which could have an effect on earnings in the period of adjustment.

Chargebacks: Chargebacks for discounts represent the Company’s estimated obligations resulting from contractual commitments to sell product to qualified healthcare providers and government agencies at prices lower than the list prices charged to the customers who directly purchase the product from the Company. The customers charge the Company for the difference between what the customers pay the Company for the product and the customers’ ultimate contractually committed or government required lower selling price to the qualified healthcare providers.

Government Rebates: Government rebates consist of Medicare, Tricare, and Medicaid rebates. These reserves are recorded in the same period the related revenue is recognized. For Medicare, the Company also estimates the number of patients in the prescription drug coverage gap for whom it will owe a rebate under the Medicare Part D program.

Trade Discounts and Allowances: The Company provides its customers with discounts that are explicitly stated in the contracts and are recorded in the period the related product revenue is recognized. In addition, the Company also receives sales order management, inventory management, and data services from its customers in exchange for certain fees.

Product Returns: Consistent with industry practice, the Company generally offers customers a limited right of return for product that has been purchased from the Company. The Company estimates the amount of its product sales that may be returned by its customers and records this estimate in the period the related product revenue is recognized. The Company currently estimates product return liabilities based on data from similar products and other qualitative considerations, such as visibility into the inventory remaining in the distribution channel.

Subject to certain limitations, the Company’s return policy allows for eligible returns of BRIUMVI for credit under the following circumstances:

●receipt of damaged product;

●shipment errors that were a result of an error by the Company;

●expired product that is returned during the period beginning three months prior to the product’s expiration and ending six months after the expiration date;

●product subject to a recall; and

●product that the Company, at its sole discretion, has specified can be returned for credit.

As of June 30, 2023, the Company has not received any returns related to sales of BRIUMVI.

Co-Payment Assistance Programs: Co-payment assistance is provided to qualified patients with commercial insurance, whereby the Company may provide financial assistance to patients with prescription drug co-payments required by the patient's insurance provider. Reserves for co-payment assistance are recorded in the same period the related revenue is recognized.

Accounts Receivable

In general, accounts receivable consists of amounts due from customers, net of customer allowances for cash discounts, product returns and chargebacks. Our contracts with customers have standard payment terms. We analyze accounts that are past due for collectability, and regularly evaluate the creditworthiness of our customers so that we can properly assess and respond to changes in their credit profiles. As of June 30, 2023, we determined an allowance for expected credit losses related to outstanding accounts receivable was currently not required based upon our review of contractual payment terms and individual customer circumstances.

Cost of Product Revenue

Cost of product revenue consists primarily of third-party manufacturing costs, distribution, overhead and royalties owed to our licensing partner for BRIUMVI sales. Cost of sales may also include costs related to excess or obsolete inventory adjustment charges, abnormal costs, unabsorbed manufacturing and overhead costs, and manufacturing variances. Based on our policy to expense costs associated with the manufacture of our products prior to regulatory approval, a portion of the costs of producing BRIUMVI sold to date was expensed as research and development prior to the FDA approval of BRIUMVI and therefore it is not reflected in the cost of product revenue.

Inventory

Prior to regulatory approval, we expense costs relating to the production of inventory as research and development expense in the period incurred. Following regulatory approval, costs to manufacture those approved products will be capitalized. Inventories are stated at the lower of cost or estimated net realizable value with cost based on the first-in-first-out method (FIFO). Inventory that can be used in either the production of clinical or commercial products is expensed as research and development costs when identified for use in clinical trials.

Prior to the approval of BRIUMVI, all manufacturing and other potential costs related to the commercial launch of BRIUMVI were expensed to research and development expense in the period incurred.

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, restricted stock, 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 cumulative amounts of potentially dilutive securities excluded from the calculation were 13,456,358 and 13,512,092 for the six months ended June 30, 2023 and 2022, respectively.

The following table summarizes our potentially dilutive securities at June 30, 2023 and 2022:


	Six Months Ended
	June 30,
	2023	2022
Unvested restricted stock	8,324,240	10,004,825
Options	4,799,523	3,225,515
Warrants	312,272	262,100
Shares issuable upon note conversion	20,323	19,652
Total	13,456,358	13,512,092

Summary of Significant Accounting Policies

Our significant accounting policies are described in Note 1 of Notes to Consolidated Financial Statements included in our 2022 Annual Report on Form 10-K, except updated herein or as it relates to revenue recognition, accounts receivable, inventory, cost of product revenue, and the adoption of new accounting standards during the six months ended June 30, 2023. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

- Definition

Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost.

+ References + Details

LEASES - Classification of lease liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
LEASES
Lease liability current portion	$ 1,512	$ 1,581
Lease liability non-current	9,805	10,344
Total lease liability	$ 11,317	$ 11,925

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Jul. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Liquidity and Capital Resources
Revenue		$ 16,074,000	$ 594,000	$ 23,877,000	$ 2,610,000
Accumulated deficit		1,613,875,000		1,613,875,000		$ 1,527,033,000
BRIUMVI (Ublituximab)
Liquidity and Capital Resources
Revenue				23,800,000,000
Cash and cash equivalents, and investment securities		$ 144,900,000		$ 144,900,000
Neuraxpharm Agreement
Liquidity and Capital Resources
Amount of one-time, non-refundable payment upon contract execution	$ 140,000,000.0

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

LEASES (Details) $ in Thousands	1 Months Ended			6 Months Ended
LEASES (Details) $ in Thousands	Oct. 31, 2021 USD ($)	Oct. 31, 2019 USD ($)	Oct. 31, 2014 USD ($) ft²	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Feb. 28, 2019	Jan. 01, 2019 USD ($)
Right of use assets				$ 8,475	$ 8,888
Operating Lease Liability				$ 11,317	$ 11,925
Lease additional term				2 years
Minimum [Member]
Remaining lease term				2 years
Maximum [Member]
Remaining lease term				9 years
Restatement Adjustment
Right of use assets							$ 9,500
Operating Lease Liability							$ 8,100
Office Agreement [Member]
Percentage Of Occupancy			45.00%
Area of Land \| ft²			24,000
Operating lease initial commitment period			15 years
Average Annual Rental Payments			$ 1,800
Additional collateral pledged				$ 1,300
Weighted-average discount rate for operating leases				9.98%		10.25%
Weighted-average remaining operating lease term				6 years 1 month 6 days
Operating Lease, Payments, Use				$ 1,200
NJ Lease [Member]
Operating lease initial commitment period		5 years
Average Annual Rental Payments		$ 300
Rent expense				$ 100
NC Lease [Member]
Operating lease initial commitment period	5 years
Average Annual Rental Payments	$ 200
Weighted-average discount rate for operating leases				5.65%
NC Lease [Member] \| Maximum [Member]
Rent expense				$ 100

LOAN PAYABLE

6 Months Ended

Jun. 30, 2023

LOAN PAYABLE

LOAN PAYABLE

NOTE 7 LOAN PAYABLE

On February 28, 2019 (the Closing Date), we entered into a term loan facility with Hercules Capital, Inc. (Hercules or Lender), which provided us with the capacity to borrow up to an aggregate principal amount of $60.0 million (Term Loan). 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. An additional $30.0 million under the Term Loan was previously available upon the completion of different milestones and time points that have now lapsed.

On December 30, 2021 (the Amended Loan Agreement Closing Date), the Company entered into an Amended and Restated Loan and Security Agreement (the Amended Loan Agreement) with Hercules Capital, Inc. The Amended Loan Agreement amended the terms of the Loan Agreement to, among other things, (i) increase the aggregate principal amount of the loan, available at the Company’s option, from $60.0 million to $200.0 million (the Amended Term Loan), (ii) issue a first advance of $70.0 million drawn at the Amended Loan Agreement Closing Date, a portion of which was used to refinance the current outstanding loan balance of approximately $7.8 million and pay for expenses incurred by the Lender in executing the agreements, (iii) change the draw amounts and dates available in subsequent tranches, (iv) extend the maturity date of the facility from the original March 1, 2022 to January 1, 2026, (v) reset and extend the interest only

period from April 1, 2021 to February 1, 2025 and extendable to August 1, 2025 subject to the achievement of certain performance milestones, and (vi) modify the cash interest rate to be the greater of either (a) the “prime rate” as reported in The Wall Street Journal plus 2.15%, and (b) 5.40%. In addition to the cash interest rate, the principal balance accrues paid-in-kind interest at a rate of 3.45%, which amount will be capitalized and added to the outstanding principal balance of the Amended Term Loan and payable at the maturity date of the Amended Loan Agreement.

On March 31, 2023 (the First Amendment Effective Date), the Company entered into a First Amendment to the Amended and Restated Loan and Security Agreement (the First Amendment) with Hercules. The First Amendment amended the terms of the Amended Loan Agreement to, among other things, (i) issue an advance of $25.0 million drawn at the First Amendment Effective Date (the Tranche 3A Advance), (ii) formal expiration of Tranche 2, (iii) change the draw amounts and dates available under subsequent tranches, including splitting the remaining balance of Tranche 3 into two additional advances in an aggregate principal amount of up to $20.0 million, in increments of $10.0 million (each a Tranche 3B Advance and Tranche 3C Advance), decreasing the amount available under Tranche 4 from $65.0 million to $60.0 million, and adding a Tranche 5 of $25.0 million, subject to the achievement of revenue related performance milestones, (iv) extend the interest only period from February 1, 2025 to August 1, 2025, and (v) modify the cash interest rate to be the greater of either (a) the “prime rate” as reported in The Wall Street Journal plus 1.20%, and (b) 8.95%. In addition to the cash interest rate, the principal balance will accrue paid-in-kind interest at a rate of 2.25%, which amount will be capitalized and added to the outstanding principal balance of the Amended Term Loan and payable at the maturity date of the Amended Loan Agreement. The First Amendment requires that the additional financial covenants referenced above apply at all times commencing on July 1, 2023.

The First Amendment also contains warrant coverage of 2.95% of each advance amount funded. A warrant was issued by the Company to Hercules to purchase 50,172 shares of common stock with an exercise price of $14.70 for the amount funded pertaining to the Tranche 3A Advance (the First Amendment Warrant). The First Amendment Warrant shall be exercisable for seven years from the date of issuance. Hercules may exercise the First Amendment Warrant either by (a) cash or check or (b) through a net issuance conversion.

In addition, the Company is required to pay a final payment fee equal to 5.95% of the aggregate principal amount of the Term Loan Advances (as defined in the Loan Agreement) plus 4.95% of the aggregate principal amount of all other advances.

The Company may, at its option, prepay the Amended Term Loan in full or in part, subject to a prepayment penalty equal to (i) 1.5% of the principal amount prepaid if the prepayment occurs prior to the first anniversary of the First Amendment Effective Date, and (ii) 1.0% of the principal amount prepaid if the prepayment occurs on or after the first anniversary of the First Amendment Effective Date.

The Company evaluated whether the First Amendment represented a debt modification or extinguishment of the Term Loan in accordance with ASC 470-50, Debt – Modifications and Extinguishments. As a result of the modification of terms and no repayment or retirement of the Term Loan, the Term Loan was accounted for by the Company under the modification accounting model. The Company capitalized the facility charge from the First Amendment advance to debt issuance costs and expensed third party fees in the Company’s statement of operations for the six months ended June 30, 2023.

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


	Amended Term Loan
Exercise price	$	14.70
Common share price on date of issuance	$	15.04
Volatility		0.88	%
Risk-free interest rate		3.6	%
Expected dividend yield		—	%
Contractual term (in years)		7.00 years

The Company incurred financing expenses of $2.0 million (including the fair value of the First Amendment Warrant) related to the First Amendment which are recorded as debt issuance costs and as an offset to loan payable 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 will be included in interest expense in the Company’s consolidated statements of operations. Amortization of debt issuance costs was $1.1 million and $0.9 million for the six months ended June 30, 2023, and 2022, respectively. At June 30, 2023, the remaining unamortized balance of debt issuance costs was $6.4 million.

The loan payable as of June 30, 2023 and December 31, 2022, is as follows:


	June 30,		December 31,
(in thousands)	2023		2022
Loan payable	$	95,000	$	70,000
Add: Accreted Liability of final payment fee		9,090		6,667
		104,090		76,667
Less: unamortized debt issuance costs		(6,390)		(5,532)
		97,700		71,135
Less: principal payments		—		—
Total loan payable		97,700		71,135
Less: current portion		—		—
Loan payable non-current	$	97,700	$	71,135

LEASES - Components of lease expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
LEASES
Operating lease cost	$ 552	$ 524	$ 1,096	$ 1,038
Net lease cost	$ 552	$ 524	$ 1,096	$ 1,038

STOCKHOLDERS EQUITY - Common Stock (Details) - USD ($) $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022	Sep. 02, 2022
Common stock, shares authorized	175,000,000	175,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
2022 ATM [Member]
Percent of commission rate			3.00%
Shares sold	1,385,700
Net proceeds from offering	$ 46.3
Gross proceeds from offering	$ 47.1
Share price in offering	$ 34.01

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

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 diseases. In addition to a research pipeline including several investigational medicines, TG has received approval from the United States Food and Drug Administration (FDA) for BRIUMVI (ublituximab-xiiy) for the treatment of adult patients with relapsing forms of multiple sclerosis (RMS), to include clinically isolated syndrome, relapsing-remitting disease, and active secondary progressive disease, in adults. TG has also received approval for BRIUMVI by the European Commission (EC) for the treatment of adult patients with RMS who have active disease defined by clinical or imaging features. TG continues to actively evaluate complementary products, technologies and companies for in-licensing, partnership, acquisition and/or investment opportunities.

Basis of Presentation

Liquidity and Capital Resources

maintain or obtain regulatory approval for our drug candidates. We may continue to incur substantial operating losses even if we begin to generate revenues from our drug candidates.

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

Summary of Significant Accounting Policies

Revenue Recognition

Subject to certain limitations, the Company’s return policy allows for eligible returns of BRIUMVI for credit under the following circumstances:

●receipt of damaged product;

●shipment errors that were a result of an error by the Company;

●expired product that is returned during the period beginning three months prior to the product’s expiration and ending six months after the expiration date;

●product subject to a recall; and

●product that the Company, at its sole discretion, has specified can be returned for credit.

As of June 30, 2023, the Company has not received any returns related to sales of BRIUMVI.

Accounts Receivable

Cost of Product Revenue

Inventory

Prior to the approval of BRIUMVI, all manufacturing and other potential costs related to the commercial launch of BRIUMVI were expensed to research and development expense in the period incurred.

Net Loss Per Common Share

The following table summarizes our potentially dilutive securities at June 30, 2023 and 2022:


	Six Months Ended
	June 30,
	2023	2022
Unvested restricted stock	8,324,240	10,004,825
Options	4,799,523	3,225,515
Warrants	312,272	262,100
Shares issuable upon note conversion	20,323	19,652
Total	13,456,358	13,512,092

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2023

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of potentially dilutive securities

The following table summarizes our potentially dilutive securities at June 30, 2023 and 2022:


	Six Months Ended
	June 30,
	2023	2022
Unvested restricted stock	8,324,240	10,004,825
Options	4,799,523	3,225,515
Warrants	312,272	262,100
Shares issuable upon note conversion	20,323	19,652
Total	13,456,358	13,512,092

STOCKHOLDERS EQUITY - Preferred Stock (Details)	Jun. 30, 2023 $ / shares shares
STOCKHOLDERS' EQUITY
Preferred stock, shares authorized \| shares	10,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.001

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 11 SUBSEQUENT EVENTS

In July 2023, the Company entered into an ex-U.S. commercialization agreement (the Commercialization Agreement) with Neuraxpharm Pharmaceuticals, S.L. (Neuraxpharm). The Company granted Neuraxpharm the exclusive right to commercialize BRIUMVI in territories outside the United States, Canada, and Mexico, which are retained by TG, and excluding certain Asian countries previously partnered. Under the terms of the Commercialization Agreement, the Company received a one-time, non-refundable payment of $140.0 million upon contract execution. The Company is eligible to receive an additional $12.5 million upon first key market commercial launch in the EU and up to an additional $492.5 million in milestone-based payments on achievement of certain launch and commercial milestones. In addition, TG will receive tiered double-digit royalties on net product sales up to 30%. In the event of a change of control of the Company (as defined in the Commercialization Agreement), the Company retains an option to buy back all rights under the Commercialization Agreement for a period of two years thereafter.

LOAN PAYABLE (Tables)

6 Months Ended

Jun. 30, 2023

LOAN PAYABLE

Schedule of key assumptions


	Amended Term Loan
Exercise price	$	14.70
Common share price on date of issuance	$	15.04
Volatility		0.88	%
Risk-free interest rate		3.6	%
Expected dividend yield		—	%
Contractual term (in years)		7.00 years

Schedule of loan payable

The loan payable as of June 30, 2023 and December 31, 2022, is as follows:


	June 30,		December 31,
(in thousands)	2023		2022
Loan payable	$	95,000	$	70,000
Add: Accreted Liability of final payment fee		9,090		6,667
		104,090		76,667
Less: unamortized debt issuance costs		(6,390)		(5,532)
		97,700		71,135
Less: principal payments		—		—
Total loan payable		97,700		71,135
Less: current portion		—		—
Loan payable non-current	$	97,700	$	71,135

Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock, Common [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2021	$ 143	$ 1,565,942	$ (234)	$ (1,328,698)	$ 237,153
Balance (in shares) at Dec. 31, 2021	143,292,043
Treasury stock, balance (in shares) at Dec. 31, 2021					41,309
Issuance of common stock in connection with exercise of options		125			$ 125
Issuance of common stock in connection with exercise of options (in shares)	30,411
Issuance of restricted stock	$ 2	(2)
Issuance of restricted stock (in shares)	1,852,626
Forfeiture of restricted stock (in shares)	(591,746)
Compensation in respect of restricted stock granted to employees, directors and consultants		2,121			2,121
Net loss				(69,013)	$ (69,013)
Treasury stock, balance (in shares) at Mar. 31, 2022					41,309
Balance at Mar. 31, 2022	$ 145	1,568,186	(234)	(1,397,711)	$ 170,386
Balance (in shares) at Mar. 31, 2022	144,583,334
Balance at Dec. 31, 2021	$ 143	1,565,942	(234)	(1,328,698)	$ 237,153
Balance (in shares) at Dec. 31, 2021	143,292,043
Treasury stock, balance (in shares) at Dec. 31, 2021					41,309
Net loss					$ (109,523)
Treasury stock, balance (in shares) at Jun. 30, 2022					41,309
Balance at Jun. 30, 2022	$ 145	1,567,345	(234)	(1,438,221)	$ 129,035
Balance (in shares) at Jun. 30, 2022	145,198,058
Balance at Mar. 31, 2022	$ 145	1,568,186	(234)	(1,397,711)	$ 170,386
Balance (in shares) at Mar. 31, 2022	144,583,334
Treasury stock, balance (in shares) at Mar. 31, 2022					41,309
Issuance of common stock in connection with exercise of options		135			$ 135
Issuance of common stock in connection with exercise of options (in shares)	33,044
Issuance of restricted stock	$ 2	(2)
Issuance of restricted stock (in shares)	1,830,320
Forfeiture of restricted stock	$ (2)	1			(1)
Forfeiture of restricted stock (in shares)	(1,248,640)
Compensation in respect of restricted stock granted to employees, directors and consultants		(975)			(975)
Net loss				(40,510)	$ (40,510)
Treasury stock, balance (in shares) at Jun. 30, 2022					41,309
Balance at Jun. 30, 2022	$ 145	1,567,345	(234)	(1,438,221)	$ 129,035
Balance (in shares) at Jun. 30, 2022	145,198,058
Balance at Dec. 31, 2022	$ 146	1,585,708	(234)	(1,527,033)	$ 58,587
Balance (in shares) at Dec. 31, 2022	146,426,697
Treasury stock, balance (in shares) at Dec. 31, 2022					41,309
Issuance of common stock in connection with exercise of options		363			$ 363
Issuance of common stock in connection with exercise of options (in shares)	66,701
Issuance of restricted stock	$ 3	(3)
Issuance of restricted stock (in shares)	3,017,736
Warrants issued with debt financing		595			595
Forfeiture of restricted stock (in shares)	(73,787)
Compensation in respect of restricted stock granted to employees, directors and consultants		7,120			7,120
Net loss				(39,232)	$ (39,232)
Treasury stock, balance (in shares) at Mar. 31, 2023					41,309
Balance at Mar. 31, 2023	$ 149	1,593,783	(234)	(1,566,265)	$ 27,433
Balance (in shares) at Mar. 31, 2023	149,437,347
Balance at Dec. 31, 2022	$ 146	1,585,708	(234)	(1,527,033)	$ 58,587
Balance (in shares) at Dec. 31, 2022	146,426,697
Treasury stock, balance (in shares) at Dec. 31, 2022					41,309
Net loss					$ (86,841)
Treasury stock, balance (in shares) at Jun. 30, 2023					41,309
Balance at Jun. 30, 2023	$ 151	1,654,411	(234)	(1,613,875)	$ 40,453
Balance (in shares) at Jun. 30, 2023	150,969,323
Balance at Mar. 31, 2023	$ 149	1,593,783	(234)	(1,566,265)	$ 27,433
Balance (in shares) at Mar. 31, 2023	149,437,347
Treasury stock, balance (in shares) at Mar. 31, 2023					41,309
Issuance of common stock in connection with exercise of options		751			$ 751
Issuance of common stock in connection with exercise of options (in shares)	76,955
Issuance of restricted stock (in shares)	95,000
Forfeiture of restricted stock (in shares)	(25,679)
Issuance of common stock in public offering	$ 2	46,295			46,297
Issuance of common stock in public offering (in shares)	1,385,700
Compensation in respect of restricted stock granted to employees, directors and consultants		13,582			13,582
Net loss				(47,610)	$ (47,610)
Treasury stock, balance (in shares) at Jun. 30, 2023					41,309
Balance at Jun. 30, 2023	$ 151	$ 1,654,411	$ (234)	$ (1,613,875)	$ 40,453
Balance (in shares) at Jun. 30, 2023	150,969,323

STOCKHOLDERS EQUITY (Tables)

6 Months Ended

Jun. 30, 2023

STOCKHOLDERS' EQUITY

Summary of activity for stock options and restricted stock

The following table summarizes the activity for stock options and restricted stock for the six months ended June 30, 2023:


	Stock Options	Restricted Stock
Equity awards outstanding, beginning of year	5,135,685	8,732,286
Changes during the year:
Granted	—	3,112,736
Exercised or vested	(143,656)	(1,921,285)
Expired or Forfeited	(192,500)	(99,466)
Equity awards outstanding, end of period	4,799,529	9,824,271

Schedule of compensation cost related to unvested awards

As of June 30, 2023, total compensation cost related to unvested awards not yet recognized and the weighted-average periods over which the awards are expected to be recognized were as follows:


(in thousands)		Stock Options	Restricted Stock
Unrecognized compensation cost	$	6,021	$	42,500
Expected weighted-average period in years of compensation cost to be recognized		2.9		3.0

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2023	Aug. 02, 2023
Document And Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-32639
Entity Registrant Name	TG THERAPEUTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-3898269
Entity Address, Address Line One	3020 Carrington Mill Blvd, Suite 475
Entity Address, City or Town	Morrisville
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27560
City Area Code	212
Local Phone Number	554-4484
Title of 12(b) Security	Common Stock
Trading Symbol	TGTX
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		150,977,564
Entity Central Index Key	0001001316
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Condensed Consolidated Balance Sheets
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	175,000,000	175,000,000
Common stock, shares issued	150,969,323	146,426,697
Common stock, shares outstanding	150,928,014	146,385,388
Treasury stock, shares	41,309	41,309

FAIR VALUE MEASUREMENTS - Manhattan Pharmaceuticals, Inc. (Details) - Manhattan and Ariston Pharmaceuticals Merger [Member] $ / shares in Units, $ in Millions	1 Months Ended	6 Months Ended
	Mar. 31, 2010 USD ($) item $ / shares	Jun. 30, 2023
Fair Value Measurements
Notes Issued \| $	$ 15.5
Debt Instrument, Term	5 years
Det instrument rate	5.00%	5.00%
Debt Instrument convertible conversion price \| $ / shares	$ 1,125
Number of Obligations \| item	0

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Shared Services Agreement [Member]
Related Party Transaction [Line Items]
Incurred expenses	$ 0.5	$ 0.4

LICENSE AGREEMENTS

6 Months Ended

Jun. 30, 2023

LICENSE AGREEMENTS

LICENSE AGREEMENTS

NOTE 9 LICENSE AGREEMENTS

BRIUMVI (Ublituximab)

In January 2012, we entered into an exclusive license agreement with LFB Biotechnologies, GTC Biotherapeutics and LFB/GTC LLC, all wholly-owned subsidiaries of LFB Group, relating to the development of ublituximab (the LFB License Agreement). Under the terms of the LFB License Agreement, we have acquired the exclusive worldwide rights (exclusive of France/Belgium) for the development and commercialization of ublituximab. As of June 30, 2023, we have incurred approximately $31.0 million in expense related to the achievement of certain milestones of the LFB License Agreement.

LFB Group is eligible to receive future payments of up to an aggregate of approximately $12.0 million upon our successful achievement of certain regulatory milestones, in addition to royalty payments on net sales of ublituximab at a royalty rate that escalates from mid-single digits to high-single digits. The license will terminate on a country-by-country basis upon 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 (i) by LFB if the Company challenges any of the licensed patent rights, (ii) by either party due to a breach of the agreement, or (iii) by either party in the event of the insolvency of the other party. During the three and six months ended June 30, 2023, the Company recorded $1.5 million and $2.3 million, respectively, related to the worldwide royalty due under the LFB License Agreement in cost of product revenue based on U.S. sales of BRIUMVI. As of June 30, 2023, $1.5 million in royalties were payable under the LFB License Agreement.

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 $38,000 for each of the three months ended June 30, 2023 and 2022 and approximately $76,000 for each of the six months ended June, 2023 and 2022. At June 30, 2023 and December 31, 2022, we have deferred revenue of approximately $0.4 million and $0.5 million, respectively, associated with this $2 million payment (approximately $0.2 million of which has been classified in current liabilities at June 30, 2023 and December 31, 2022).

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.

UKONIQ (umbralisib)

In September 2014, we exercised our option to license the global rights to umbralisib, thereby entering into an exclusive licensing agreement (the Umbralisib 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. As of June 30, 2023, we have incurred approximately $24.0 million in expense related to the achievement of certain milestones of the Umbralisib License.

Under the terms of the Umbralisib License, Rhizen is eligible to receive approval and sales-based milestone payments in the aggregate of approximately $175 million payable. Additionally, Rhizen receives tiered royalties that escalate from high single digits to low double digits on any net sales of umbralisib. During the year ended December 31, 2022, the Company recorded $0.2 million related to the worldwide royalty due under the Umbralisib License in cost of product revenue based on U.S. sales of UKONIQ and as of December 31, 2022, approximately $3,000 in royalties were payable under the Umbralisib License. As of June 30, 2023, no royalties were payable under the Umbralisib License and as a result of the withdrawal of UKONIQ from the U.S. market and discontinuation of all commercialization activities, we do not expect to incur any additional costs related to this license agreement.