Attached files
| file | filename |
|---|---|
| EX-32.2 - EXHIBIT 32.2 - TG THERAPEUTICS, INC. | tgtx_ex322.htm |
| EX-32.1 - EXHIBIT 32.1 - TG THERAPEUTICS, INC. | tgtx_ex321.htm |
| EX-31.2 - EXHIBIT 31.2 - TG THERAPEUTICS, INC. | tgtx_ex312.htm |
| EX-31.1 - EXHIBIT 31.1 - TG THERAPEUTICS, INC. | tgtx_ex311.htm |
| EX-10.19 - EXHIBIT 10.19 - TG THERAPEUTICS, INC. | v032117_EX1019.htm |
| EX-10.18 - EXHIBIT 10.18 - TG THERAPEUTICS, INC. | v032117_EX1018.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2016.
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ________ to ________.
Commission File Number 1-32639
TG THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of
incorporation
or organization)
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36-3898269
(I.R.S.
Employer
Identification
No.)
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2 Gansevoort St., 9th Floor
New York, New York
(Address
of principal executive offices)
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10014
(Zip
Code)
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Registrant’s
telephone number, including area code: (212) 554-4484
Securities registered pursuant to Section 12(b) of the
Act:
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Common
Stock, Par Value $0.001 Per Share
(Title
of Class)
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The
Nasdaq Capital Market
(Name
of Each Exchange on Which Registered)
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Securities registered pursuant to Section 12(g) of the
Act:
None
Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act.
Yes ☐ No
☒
Indicate by check
mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
Yes ☐ No
☒
Indicate by check
mark whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes
☒ No ☐
Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes ☒ No
☐
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. ☐
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See definitions of “large accelerated filer,”
“accelerated filer,” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act). (Check
one):
Large accelerated
filer
☐
Accelerated filer ☒
Non-accelerated
filer ☐
Smaller reporting company ☐
Indicate by check
mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes ☐ No
☒
The aggregate
market value of voting common stock held by non-affiliates of the
registrant (assuming, for purposes of this calculation, without
conceding, that all executive officers and directors are
“affiliates”) was $221,001,116 as of June 30, 2016,
based on the closing sale price of such stock as reported on
the NASDAQ Capital
Market.
There were
56,908,544 shares of the registrant’s common stock, $0.001
par value, outstanding as of March 1, 2017.
EXPLANATORY NOTE
TG
THERAPEUTICS, INC. (the “Company”) is filing this
amendment dated March 21, 2017 (the “Form 10-K/A”) to
our Annual Report on Form 10-K for the fiscal year ended December
31, 2016 (the “Form 10-K”), which was filed with the
U.S. Securities and Exchange Commission on March 16, 2017, solely
to correct errors in the exhibit index and to file Exhibits 10.18
and 10.19 (the “Exhibits”). The Exhibits are now being
filed in full with this 10-K/A.
This
Form 10-K/A should be read in conjunction with the original Form
10-K, which continues to speak as of the date of the Form 10-K.
Except as specifically noted above, this Form 10-K/A does not
modify or update disclosures in the original Form 10-K.
Accordingly, this Form 10-K/A does not reflect events occurring
after the filing of the Form 10-K or modify or update any related
or other disclosures.
PART IV
ITEM 15. EXHIBITS and FINANCIAL STATEMENT SCHEDULES.
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3. Exhibits
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Exhibit
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Number
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Exhibit Description
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3.1
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Amended and
Restated Certificate of Incorporation of TG Therapeutics, Inc.
dated April 26, 2012 (incorporated by reference to Exhibit 3.2 to
the Registrant’s Form 10-Q for the quarter ended June 30,
2012).
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3.2
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Certificate of
Amendment to Amended and Restated Certificate of Incorporation of
TG Therapeutics, Inc. dated June 9, 2014 (incorporated by reference
to Exhibit 3.2 to the Registrant’s Form 10-Q for the quarter
ended June 30, 2014).
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3.3
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Amended and
Restated Bylaws of TG Therapeutics, Inc. dated July 18, 2014
(incorporated by reference to Exhibit 3.1 to the Registrant’s
Current Report on Form 8-K filed on July 21, 2014).
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4.1
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Specimen common
stock certificate (incorporated by reference to Exhibit 4.1 to the
Registrant’s Form 10-K for the year ended December 31,
2011).
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4.2
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Form of warrant to
purchase common stock of TG Therapeutics, Inc. (incorporated by
reference to Exhibit 4.1 to the Registrant’s Current Report
on Form 8-K filed on November 13, 2012).
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4.3
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Form of Warrant
issued to stockholders (incorporated by reference to Exhibit 10.34
to the Registrant’s Form 10-K for the fiscal year ended
December 31, 2011).
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4.4
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Stockholder
Protection Rights Agreement, dated July 18, 2014 between TG
Therapeutics, Inc. and American Stock Transfer & Trust Company,
LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to
the Registrant’s Current Report on Form 8-K filed on July 21,
2014).
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10.1
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Amended and
Restated Convertible Promissory Note, dated March 1, 2011
(incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed on March 7,
2011).
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10.2
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Employment
Agreement, effective December 29, 2011, between the Registrant and
Michael Weiss (incorporated by reference to Exhibit 10.30 to the
Registrant’s Form 10-K for the fiscal year ended December 31,
2011). †
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10.3
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Restricted Stock
Subscription Agreement, effective December 29, 2011, between the
Registrant and Michael Weiss (incorporated by reference to Exhibit
10.31 to the Registrant’s Form 10-K for the fiscal year ended
December 31, 2011). †
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10.4
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Amendment to
Restricted Stock Agreement, dated July 12, 2013, by and between TG
Therapeutics, Inc. and Michael S. Weiss (incorporated by reference
to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed on July 16, 2013). †
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10.5
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Amendment to
Restricted Stock Agreements, dated December 31, 2014, by and
between TG Therapeutics, Inc. and Michael S. Weiss (incorporated by
reference to Exhibit 10.1 to the Registrant’s Current Report
on Form 8-K filed on January 7, 2015). †
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10.6
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Employment
Agreement, effective December 29, 2011, between the Registrant and
Sean Power (incorporated by reference to Exhibit 10.32 to the
Registrant’s Form 10-K for the fiscal year ended December 31,
2011). †
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10.7
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Restricted Stock
Subscription Agreement, effective December 29, 2011 between the
Registrant and Sean Power (incorporated by reference to Exhibit
10.33 to the Registrant’s Form 10-K for the fiscal year ended
December 31, 2011). †
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10.8
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Amendment to
Restricted Stock Agreement, dated July 12, 2013, by and between TG
Therapeutics, Inc. and Sean A. Power (incorporated by reference to
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K
filed on July 16, 2013). †
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10.9
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Amendment to
Restricted Stock Agreements, dated December 31, 2014, by and
between TG Therapeutics, Inc. and Sean A. Power (incorporated by
reference to Exhibit 10.2 to the Registrant’s Current Report
on Form 8-K filed on January 7, 2015). †
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10.10
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License Agreement,
dated January 30, 2012, by and among the Registrant, GTC
Biotherapeutics, Inc., LFB Biotechnologies S.A.S. and LFB/GTC LLC
(incorporated by reference to Exhibit 10.35 to the
Registrant’s Form 10-K for the fiscal year ended December 31,
2011). *
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10.11
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TG Therapeutics,
Inc. Amended and Restated 2012 Incentive Plan, dated May 14, 2012
(incorporated by reference to Exhibit 10.1 to the
Registrant’s Form 10-Q/A for the quarter ended March 31,
2012).
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10.12
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First Amendment to
TG Therapeutics, Inc. Amended and Restated 2012 Incentive Plan,
filed with the Registrant’s Definitive Proxy Statement for
the Annual Meeting of Stockholders on June 4, 2015, filed on April
24, 2015, and incorporated herein by reference.
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10.13
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Sublicense
Agreement between TG Therapeutics, Inc. and Ildong Pharmaceutical
Co. Ltd., dated November 13, 2012 (incorporated by reference to
Exhibit 10.37 to the Registrant’s Form 10-K for the fiscal
year ended December 31, 2012). *
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10.14
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License Agreement
between TG Therapeutics, Inc. and Ligand Pharmaceuticals
Incorporated, dated June 23, 2014 (incorporated by reference to
Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter
ended June 30, 2014).*
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10.15
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Licensing Agreement
between TG Therapeutics, Inc. and Rhizen Pharmaceuticals SA, dated
September 22, 2014 (incorporated by reference to Exhibit 10.1 to
the Registrant’s Current Report on Form 8-K filed on January
20, 2015). *
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10.16
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Collaboration
Agreement between TG Therapeutics, Inc. and Checkpoint
Therapeutics, Inc., dated March 3, 2015 (incorporated by reference
to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter
ended March 31, 2015). *
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10.17
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Sublicense
Agreement between TG Therapeutics, Inc. and Checkpoint
Therapeutics, Inc., dated May 27, 2016, (incorporated by reference
to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter
ended June 30, 2016). *
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10.18
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Amendment to
Employment Agreement, effective January 1, 2017, between TG
Therapeutics, Inc. and Michael S. Weiss. #†
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10.19
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Advisory Agreement,
effective January 1, 2017, between TG Therapeutics, Inc. and Caribe
BioAdvisors, LLC. #
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21.1
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Subsidiaries of TG
Therapeutics, Inc.
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23.1
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Consent of
Independent Registered Public Accounting Firm
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31.1
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Certification of
Principal Executive Officer
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31.2
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Certification of
Principal Financial Officer
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32.1
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Certification of
Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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32.2
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Certification of
Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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101
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The following
financial information from TG Therapeutics, Inc.’s Annual
Report on Form 10-K for the year ended December 31, 2016,
formatted in XBRL (eXtensible Business Reporting Language): (i)
Consolidated Balance Sheets, (ii) Consolidated Statements of
Operations, (iii) Consolidated Statements of Stockholders’
Equity, (iv) Consolidated Statements of Cash Flows,
(v) the Notes to Consolidated Financial
Statements.
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#
Filed
herewith.
†
Indicates
management contract or compensatory plan or
arrangement.
*
Confidential
treatment has been requested with respect to omitted portions of
this exhibit.
SIGNATURES
Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
Date: March 21, 2017
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TG THERAPEUTICS,
INC.
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By:
/s/ Sean A. Power
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Sean
A. Power
Chief Financial
Officer
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POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Michael S. Weiss and Sean A.
Power, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and his name,
place and stead, in any and all capacities, to sign any or all
amendments to this annual report on Form 10-K, and to file the
same, with all exhibits thereto and other documents in connection
therewith, with the SEC, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or any of his substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended,
this Form 10-K has been signed by the following persons on behalf
of the Registrant on March 21, 2017, and in the capacities
indicated:
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Signatures
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Title
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/s/ Michael S.
Weiss*
Michael S.
Weiss
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Executive
Chairman, Chief Executive Officer and President
(principal
executive officer)
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/s/ Sean A.
Power
Sean A.
Power
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Chief Financial
Officer
(principal
financial and accounting officer)
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/s/ Laurence N.
Charney*
Laurence N.
Charney
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Director
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/s/ Yann
Echelard*
Yann
Echelard
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Director
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/s/ Kenneth
Hoberman*
Kenneth
Hoberman
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Director
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/s/ Daniel
Hume*
Daniel
Hume
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Director
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/s/ William J.
Kennedy*
William J.
Kennedy
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Director
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/s/ Mark
Schoenebaum, M.D.*
Mark Schoenebaum,
M.D.
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Director
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*/s/ Sean A. Power
Attorney in Fact
EXHIBIT INDEX
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Exhibit
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Number
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Exhibit Description
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10.18
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Amendment to
Employment Agreement, effective January 1, 2017, between TG
Therapeutics, Inc. and Michael S. Weiss. †
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10.19
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Advisory Agreement,
effective January 1, 2017, between TG Therapeutics, Inc. and Caribe
BioAdvisors, LLC.
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31.1
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Certification of
Principal Executive Officer
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31.2
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Certification of
Principal Financial Officer
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32.1
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Certification of
Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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32.2
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Certification of
Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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†
Indicates
management contract or compensatory plan or
arrangement.