UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM 8-K
_____________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of
1934
Date of report
(Date of earliest event reported): December 30, 2016
TG Therapeutics, Inc.
(Exact Name of
Registrant as Specified in Charter)
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Delaware
(State or Other
Jurisdiction
of
Incorporation)
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001-32639
(Commission File
Number)
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36-3898269
(IRS Employer
Identification No.)
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2 Gansevoort Street, 9th
Floor
New York, New York 10014
(Address of
Principal Executive Offices)
(212) 554-4484
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐
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Written communications pursuant to Rule 425
under the Securities Act.
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☐
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act.
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☐
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Pre-commencement communications pursuant to Rule
14d-2b under the Exchange Act.
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☐
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act.
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Item 5.02. Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
December 30, 2016, the Compensation Committee (the
“Committee”) of the Board of Directors of TG
Therapeutic, Inc. (the “Company”) met to approve the
2017 base salaries for the Company’s Chief Executive Officer,
Michael S. Weiss, and the Company’s Chief Financial Officer,
Sean Power, pursuant to the terms of their employment
agreements and to consider an
amendment to Mr. Weiss’ employment agreement discussed
below. As part of the Amendment (defined below), the
Committee approved a decrease in Mr. Weiss’ base salary from
$375,000 to $187,500. The Committee further approved an increase in
Mr. Power’s base salary from $300,000 to
$315,000.
Effective as of
January 1, 2017, the Company entered into an amendment (the
“Amendment”) to the employment agreement entered as of
December 15, 2011 (together with the Amendment, the
“Employment Agreement”) with Michael S. Weiss,
Executive Chairman and interim Chief Executive Officer and
President of the Company. Under the Amendment, Mr. Weiss will
remain as Chief Executive Officer and President, removing the
interim status. Simultaneously, the Company is entering into a
Strategic Advisory Agreement (the “Advisory Agreement”)
with Caribe BioAdvisors, LLC (the “Advisor”) owned by
Mr. Weiss to provide the services of Mr. Weiss as Chairman of the
Board and as Executive Chairman. Pursuant to the Advisory
Agreement, the Advisor will be paid an annual cash advisory fee
initially of $100,000. The annual cash advisory fee under the
Advisory Agreement will be directly tied to the market
capitalization of the Company, providing for escalating annual cash
advisory fee when the market capitalization of the Company is
greater than $500 million up to a maximum annual fee of $1.5
million if the market capitalization of the Company exceeds $3
billion. The cash compensation due to Mr. Weiss and the Advisor
will be less than the potential cash compensation due to Mr. Weiss
prior to the Amendment and Advisory Agreement until the time the
market capitalization of the Company exceeds $750 million, with the
initial cash savings to the Company being up to $275,000
annually.
As part
of the Amendment, Mr. Weiss also agreed to forfeit 3,381,866
restricted shares previously granted under the Employment Agreement
that were predominantly subject to time-based vesting over the next
three years. Simultaneously, (i) Mr. Weiss is being issued 418,371
restricted shares under the Employment Agreement that vest in 2018
and 2019 and (ii) the Advisor is being issued 2,960,000 restricted
shares under the Advisory Agreement that vest on market
capitalization thresholds that range from $375 million to $750
million. Collectively, Mr. Weiss and the Advisor will be granted
fewer shares than Mr. Weiss forfeited.
This
summary does not purport to be complete and is subject to and
qualified in its entirety by reference to the text of the
Employment Agreement and the Advisory Agreement with the
Advisor.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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TG Therapeutics, Inc.
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(Registrant)
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Date: January 4,
2017
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By: /s/
Sean A.
Power
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Sean A.
Power
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Chief Financial
Officer
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