TG Therapeutics (TGTX) 10-Q9 Nov 222022 Q3 Quarterly reportFinancial data

Company Profile

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2022	Nov. 04, 2022
Document And Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
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	2 Gansevoort Street, 9th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10014
City Area Code	212
Local Phone Number	554-4484
Title of 12(b) Security	Common Stock
Trading Symbol	TGTX
Security Exchange Name	NASDAQ
Entity 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		145,341,967
Entity Central Index Key	0001001316
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 109,860	$ 298,887
Short-term investment securities	66,082	15,876
Accounts receivable, net		1,389
Prepaid research and development	4,026	11,929
Other current assets	2,954	2,884
Total current assets	182,922	330,965
Restricted cash	1,269	1,264
Long-term investment securities	21,766	35,533
Right of use assets	9,079	8,629
Leasehold interest, net	1,680	1,839
Equipment, net	376	600
Goodwill	799	799
Total assets	217,891	379,629
Current liabilities:
Accounts payable and accrued expenses	29,726	51,294
Other current liabilities	807	1,512
Loan payable - current portion		975
Lease liability - current portion	1,616	1,437
Accrued compensation	4,298	10,166
Total current liabilities	36,447	65,384
Deferred revenue, net of current portion	343	457
Loan payable - non-current	70,038	66,788
Lease liability - non-current	10,582	9,847
Total liabilities	117,410	142,476
Commitments and contingencies
Stockholders' equity:
Common stock, $0.001 par value per share (175,000,000 shares authorized, 145,399,144 and 143,292,043 shares issued, 145,357,835 and 143,250,734 shares outstanding at September 30, 2022 and December 31, 2021, respectively)	145	143
Additional paid-in capital	1,574,609	1,565,942
Treasury stock, at cost, 41,309 shares at September 30, 2022 and December 31, 2021	(234)	(234)
Accumulated deficit	(1,474,039)	(1,328,698)
Total stockholders' equity	100,481	237,153
Total liabilities and stockholders' equity	$ 217,891	$ 379,629

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
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	145,399,144	143,292,043
Common stock, shares outstanding	145,357,835	143,250,734
Treasury stock, shares	41,309	41,309

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue:
Total revenue	$ 94	$ 2,030	$ 2,705	$ 4,368
Costs and expenses:
Cost of product revenue	2	292	262	580
Research and development:
Noncash compensation	3,249	4,534	7,471	19,061
Other research and development	17,552	47,433	88,246	140,872
Total research and development	20,801	51,967	95,717	159,933
Selling, general and administrative:
Noncash compensation	3,740	9,463	663	27,857
Other selling, general and administrative	10,514	25,436	46,840	67,821
Total selling, general and administrative	14,254	34,899	47,503	95,678
Total costs and expenses	35,057	87,158	143,482	256,191
Operating loss	(34,963)	(85,128)	(140,777)	(251,823)
Other expense (income):
Interest expense	1,648	1,038	7,329	4,559
Other income	(793)	(529)	(2,765)	(1,619)
Total other expense (income), net	855	509	4,564	2,940
Net loss	$ (35,818)	$ (85,637)	$ (145,341)	$ (254,763)
Basic net loss per common share (in dollars per share)	$ (0.26)	$ (0.65)	$ (1.08)	$ (1.93)
Diluted net loss per common share (in dollars per share)	$ (0.26)	$ (0.65)	$ (1.08)	$ (1.93)
Weighted-average shares used in computing basic net loss per common share (in shares)	135,327,035	132,353,119	134,839,207	132,109,912
Weighted-average shares used in computing diluted net loss per common share (in shares)	135,327,035	132,353,119	134,839,207	132,109,912
Product revenue, net [Member]
Revenue:
Total revenue	$ 56	$ 1,992	$ 2,591	$ 4,254
License revenue [Member]
Revenue:
Total revenue	$ 38	$ 38	$ 114	$ 114

Condensed Consolidated Statem_2

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, 2020	$ 141	$ 1,500,040	$ (234)	$ (980,597)	$ 519,350
Balance (in shares) at Dec. 31, 2020	140,617,606
Issuance of common stock in connection with exercise of options		128			128
Issuance of common stock in connection with exercise of options (in shares)	31,245
Issuance of restricted stock	$ 1	(1)
Issuance of restricted stock (in shares)	893,488
Forfeiture of restricted stock (in shares)	(21,643)
Offering costs paid		(183)			(183)
Compensation in respect of restricted stock granted to employees, directors and consultants		16,618			16,618
Net loss				(90,628)	$ (90,628)
Treasury stock, balance (in shares) at Mar. 31, 2021					41,309
Balance at Mar. 31, 2021	$ 142	1,516,602	(234)	(1,071,225)	$ 445,285
Balance (in shares) at Mar. 31, 2021	141,520,696
Balance at Dec. 31, 2020	$ 141	1,500,040	(234)	(980,597)	519,350
Balance (in shares) at Dec. 31, 2020	140,617,606
Net loss					$ (254,763)
Treasury stock, balance (in shares) at Sep. 30, 2021					41,309
Balance at Sep. 30, 2021	$ 143	1,546,967	(234)	(1,235,359)	$ 311,517
Balance (in shares) at Sep. 30, 2021	142,984,448
Balance at Mar. 31, 2021	$ 142	1,516,602	(234)	(1,071,225)	445,285
Balance (in shares) at Mar. 31, 2021	141,520,696
Issuance of common stock in connection with exercise of options		38			38
Issuance of common stock in connection with exercise of options (in shares)	9,364
Issuance of restricted stock	$ 1	(1)
Issuance of restricted stock (in shares)	1,356,151
Forfeiture of restricted stock (in shares)	(12,416)
Compensation in respect of restricted stock granted to employees, directors and consultants		16,304			16,304
Net loss				(78,497)	$ (78,497)
Treasury stock, balance (in shares) at Jun. 30, 2021					41,309
Balance at Jun. 30, 2021	$ 143	1,532,943	(234)	(1,149,722)	$ 383,130
Balance (in shares) at Jun. 30, 2021	142,873,795
Issuance of common stock in connection with exercise of options		50			50
Issuance of common stock in connection with exercise of options (in shares)	12,085
Issuance of restricted stock (in shares)	214,223
Forfeiture of restricted stock (in shares)	(115,655)
Offering costs paid		(22)			(22)
Compensation in respect of restricted stock granted to employees, directors and consultants		13,996			13,996
Net loss				(85,637)	$ (85,637)
Treasury stock, balance (in shares) at Sep. 30, 2021					41,309
Balance at Sep. 30, 2021	$ 143	1,546,967	(234)	(1,235,359)	$ 311,517
Balance (in shares) at Sep. 30, 2021	142,984,448
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
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
Net loss					$ (145,341)
Treasury stock, balance (in shares) at Sep. 30, 2022					41,309
Balance at Sep. 30, 2022	$ 145	1,574,609	(234)	(1,474,039)	$ 100,481
Balance (in shares) at Sep. 30, 2022	145,399,144
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
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
Issuance of common stock in connection with exercise of options		275			275
Issuance of common stock in connection with exercise of options (in shares)	67,152
Issuance of restricted stock	$ 1				1
Issuance of restricted stock (in shares)	368,660
Forfeiture of restricted stock	$ (1)				(1)
Forfeiture of restricted stock (in shares)	(234,726)
Compensation in respect of restricted stock granted to employees, directors and consultants		6,989			6,989
Net loss				(35,818)	$ (35,818)
Treasury stock, balance (in shares) at Sep. 30, 2022					41,309
Balance at Sep. 30, 2022	$ 145	$ 1,574,609	$ (234)	$ (1,474,039)	$ 100,481
Balance (in shares) at Sep. 30, 2022	145,399,144

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (145,341)	$ (254,763)
Adjustments to reconcile net loss to net cash used in operating activities:
Noncash stock compensation expense	8,134	46,918
Depreciation and amortization	230	202
Amortization of premium (discount) on investment securities	(172)	421
Amortization of debt issuance costs	1,383	694
Amortization of leasehold interest	159	159
Noncash change in lease liability and right of use asset	2,205	1,422
Change in fair value of notes payable	(241)	(315)
Changes in assets and liabilities:
Decrease (increase) in other current assets	7,842	(7,255)
Decrease (increase) in accounts receivable	1,389	(1,384)
(Decrease) increase in accounts payable and accrued expenses	(27,436)	12,090
Decrease in lease liabilities	(1,741)	(1,507)
Increase (decrease) in other current liabilities	1,403	(5,293)
Decrease in deferred revenue	(114)	(114)
Net cash used in operating activities	(152,300)	(208,725)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturity of short-term securities	67,005	40,000
Investment in held-to-maturity securities	(103,276)	(43,299)
Purchases of PPE	(11)	(321)
Net cash used in investing activities	(36,282)	(3,620)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of loan payable	(975)	(14,590)
Proceeds from exercise of options	535	216
Offering costs paid		(204)
Net cash used in financing activities	(440)	(14,578)
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(189,022)	(226,923)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD	300,151	554,698
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$ 111,129	$ 327,775

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Reconciliation to amounts on condensed consolidated balance sheets:
Cash and cash equivalents	$ 109,860	$ 326,512
Restricted cash	1,269	1,263
Total cash, cash equivalents and restricted cash	111,129	327,775
Cash paid for:
Interest	$ 3,908	$ 2,698

ORGANIZATION AND SUMMARY OF SIG

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Sep. 30, 2022
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 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 completed a Phase 3 program for ublituximab, an investigational glycoengineered monoclonal antibody, to treat patients with relapsing forms of multiple sclerosis (RMS). We also actively evaluate complementary products, technologies and companies for in-licensing, partnership, acquisition and/or investment opportunities. 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, 2021. The accompanying condensed December 31, 2021 balance sheet has been derived from these statements. The results of operations for the three and nine months ended September 30, 2022 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 September 30, 2022, we have an accumulated deficit of $1.5 billion. Our major sources of cash have been proceeds from private placement and public offering of equity securities, and from our loan and security agreements executed with Hercules Capital, Inc. (Hercules) (see Note 6 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. We expect to continue to incur significant expenses and operating losses for the foreseeable future. Because we have withdrawn UKONIQ (umbralisib) from sale, we have no marketed products currently. We expect to continue to incur significant research and development expenses and we expect to continue to incur significant commercialization and outsourced-manufacturing expenses as we plan for the possible commercialization of ublituximab in RMS. We evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year beyond the filing of this Quarterly Report on Form 10-Q. As of September 30, 2022, we had $197.7 million in cash and cash equivalents, and investment securities. Based on our available cash resources and cash flow projections as of the date the consolidated financial statements were available for issuance, we believe that our cash and cash equivalents, and investment securities as of September 30, 2022 will provide sufficient liquidity for more than a twelve-month period from the date of filing of this Quarterly Report on Form 10-Q. Our common stock is quoted on the Nasdaq Capital Market and trades under the symbol “TGTX.” Summary of Significant Accounting Policies Our significant accounting policies are described in Note 1 of Notes to Consolidated Financial Statements included in our 2021 Annual Report on Form 10-K, except updated herein or as it relates to the adoption of new accounting standards during the nine months ended September 30, 2022. 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. Net Loss Per Common Share Basic net loss per share of our common stock is calculated by dividing net loss applicable to the common stock by the weighted-average number of our common stock outstanding for the period. Diluted net loss per share of common stock is the same as basic net loss per share of common stock since potentially dilutive securities from stock options, stock warrants and convertible preferred stock would have an antidilutive effect either because we incurred a net loss during the period presented or because such potentially dilutive securities were out of the money and the Company realized net income during the period presented. The cumulative amounts of potentially dilutive securities excluded from the calculation were 16,337,769 securities and 13,126,038 securities for the nine months ended September 30, 2022 and 2021, respectively. The following table summarizes our potentially dilutive securities at September 30, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Unvested restricted stock 10,901,797 10,492,731 Options 5,153,737 2,467,537 Warrants 262,100 147,058 Shares issuable upon note conversion 20,135 18,712 Total 16,337,769 13,126,038

REVENUE RECOGNITION

REVENUE RECOGNITION	9 Months Ended
REVENUE RECOGNITION	Sep. 30, 2022
REVENUE RECOGNITION.
REVENUE RECOGNITION	NOTE 2 REVENUE RECOGNITION Gross-to-Net Sales Adjustments To date, our only source of product revenue has been from the U.S. sales of UKONIQ, which we began shipping to our customers in February 2021. On April 15, 2022, we announced our voluntary withdrawal of UKONIQ from sale. Furthermore, on May 27, 2022, the Food and Drug Administration (FDA) issued a notice in the Federal Register officially withdrawing approval of the New Drug Application (NDA) for UKONIQ, effective May 31, 2022. This notice required stopping all distribution of UKONIQ and the return of all remaining inventory from the Company’s customers as soon as possible. We record our best estimate for sales discounts and allowances to which customers are likely to be entitled. The reconciliation of gross product sales to net product sales by each significant category of gross-to-net adjustments was as follows for the three and nine months ended September 30, 2022 and 2021: (in thousands) Three months ended Nine months ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Gross product revenue $ - $ 2,528 $ 4,119 $ 5,167 Gross-to-net adjustments: Chargebacks and administrative fees (4) (292) (376) (487) Trade discounts and allowances 7 (128) (182) (222) Government rebates and co-payment assistance 3 (103) (279) (179) Sales returns and allowances 50 (13) (691) (25) Total gross-to-net adjustments (1) $ 56 $ (536) $ (1,528) $ (913) Net product revenue $ 56 $ 1,992 $ 2,591 $ 4,254 (1)

INVESTMENT SECURITIES

INVESTMENT SECURITIES	9 Months Ended
INVESTMENT SECURITIES	Sep. 30, 2022
INVESTMENT SECURITIES
INVESTMENT SECURITIES	NOTE 3 INVESTMENT SECURITIES Our investments as of September 30, 2022 and December 31, 2021 are classified as held-to-maturity. Held-to-maturity investments are recorded at amortized cost. The following tables summarize our investment securities at September 30, 2022 and December 31, 2021: September 30, 2022 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 October 2022 and September 2023) (held-to-maturity) $ 66,082 $ $ 924 $ 65,158 Long-term investments: Obligations of domestic governmental agencies (maturing between October 2023 and February 2024) (held-to-maturity) 21,766 824 20,942 Total short-term and long-term investment securities $ 87,848 $ — $ 1,748 $ 86,100 December 31, 2021 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 2022 and April 2022) (held-to-maturity) $ 15,876 $ — $ 4 $ 15,872 Long-term investments: Obligations of domestic governmental agencies (maturing between February 2023 and June 2023) (held-to-maturity) 35,533 160 35,373 Total short-term and long-term investment securities $ 51,409 $ — $ 164 $ 51,245

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
FAIR VALUE MEASUREMENTS	Sep. 30, 2022
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 4 FAIR VALUE MEASUREMENTS We measure certain financial assets and liabilities at fair value on a recurring basis in the 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. As of September 30, 2022 and December 31, 2021, the fair values of cash and cash equivalents, restricted cash, accounts receivable, and loan and interest payable approximate their carrying value. At the time of our merger (we were then known as Manhattan Pharmaceuticals, Inc. (Manhattan)) with Ariston Pharmaceuticals, Inc. (Ariston) in March 2010, Ariston issued $15.5 million of five-year 5% notes payable (the 5% Notes) in satisfaction of several note payable issuances. The 5% Notes and accrued and unpaid interest thereon are convertible at the option of the holder into common stock at the conversion price of $1,125 per share. 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. Cash, cash equivalents, restricted cash, accounts receivable, accounts payable and interest payable are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. 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. 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 nine months ended September 30, 2022: (in thousands) Balance at December 31, 2021 360 Interest accrued on face value of 5% Notes 802 Change in fair value of Level 3 liabilities (1,043) Balance at September 30, 2022 $ 119 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.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
STOCKHOLDERS' EQUITY	Sep. 30, 2022
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 5 STOCKHOLDERS’ EQUITY Preferred Stock Our amended and restated certificate of incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock, $0.001 par value, with rights senior to those of our common stock, issuable in one or more series. Upon issuance, 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 5, 2019, we filed an automatic “shelf registration” statement on Form S-3 (the 2019 WKSI Shelf) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act, which registered an unlimited and indeterminate amount of debt or equity securities for future issuance and sale. The 2019 WKSI Shelf was declared effective in September 2019. In connection with the 2019 WKSI Shelf, we entered into an At-the-Market Issuance Sales Agreement (the 2020 ATM) with Jefferies LLC, Cantor Fitzgerald & Co. and B. Riley Securities, Inc. (each a 2020 Agent and collectively, the 2020 Agents), relating to the sale of shares of our common stock. Under the 2020 ATM, we paid the 2020 Agents a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of common stock. In November 2020, we entered into an At-the-Market Issuance Sales Agreement (the 2021 ATM) with the same terms and agents (each a 2021 Agent and collectively, the 2021 Agents) as the 2020 ATM. 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. The 2022 ATM has replaced the 2021 ATM as the only active ATM program. We had no activity on the 2021 ATM or 2022 ATM during the nine months ended September 30, 2022 and 2021. 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 September 30, 2022, 1,343,420 shares of restricted stock and 2,290,000 options were outstanding and up to an additional 13,366,580 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 September 30, 2022, 10,083,409 shares of restricted stock and 2,863,737 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 $7.0 million and $14.0 million for the three months ended September 30, 2022 and 2021, respectively, and $8.1 million and $46.9 million for the nine months ended September 30, 2022 and 2021, respectively. Stock Options and Restricted Stock The following table summarizes the activity for stock options and restricted stock for the nine months ended September 30, 2022: Stock Options Restricted Stock Equity awards outstanding, beginning of year 2,467,537 12,032,040 Changes during the year: Granted 2,975,000 4,051,606 Exercised or vested (130,607) (2,581,705) Expired or Forfeited (158,193) (2,075,112) Equity awards outstanding, end of period 5,153,737 11,426,829 As of September 30, 2022, 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 $ 9,034 $ 28,086 Expected weighted-average period in years of compensation cost to be recognized 3.5 2.3 Warrants The Company’s only outstanding warrants are the warrants issued to Hercules as part of our the Loan Agreement and Amended Loan Agreement (as such terms are defined below) to purchase 147,058 and 115,042 shares of our common stock with exercise prices of $4.08 and $17.95, respectively. See Note 6 for further details. There will not be any ongoing stock compensation expense volatility associated with these warrants.

LOAN PAYABLE

LOAN PAYABLE	9 Months Ended
LOAN PAYABLE	Sep. 30, 2022
LOAN PAYABLE
LOAN PAYABLE	NOTE 6 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 proceeds of which were used for research and development programs and for general corporate purposes. The Term Loan is governed by a loan and security agreement, dated February 28, 2019 (the Loan Agreement), which provides for up to four separate advances. The first advance of $30.0 million was drawn on the Closing Date. 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 First Amendment 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 First Amendment 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 will accrue 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. The performance milestones are based on achievement of certain U.S. Food and Drug Administration approvals and impact the potential extension of the interest only period, access to future advances under the Loan Agreement and minimum cash levels required under the Amended Loan Agreement. The Amended Loan Agreement contains financial covenants from and after October 15, 2022 that require the Company to maintain certain levels of unrestricted cash and additional financial covenants related to market capitalization and unrestricted cash commencing on July 1, 2023 at any time when the Amended Term Loan advances made under the Amended Loan Agreement are greater than $70 million. The Amended Loan Agreement also contains warrant coverage of 2.95% of the total amount funded. A warrant was issued by the Company to Hercules to purchase 115,042 shares of common stock with an exercise price of $17.95 for the initial amount funded at closing (the Warrant). The Warrant shall be exercisable for seven years from the date of issuance. Hercules may exercise the 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). The Company may, at its option, prepay the Amended Term Loan in full or in part, subject to a prepayment penalty equal to (i) 2.0% of the principal amount prepaid if the prepayment occurs prior to the first anniversary of the First Amendment Closing Date, (ii) 1.5% of the principal amount prepaid if the prepayment occurs on or after the first anniversary and prior to the second anniversary of the First Amendment Closing Date, and (iii) 1.0% of the principal amount prepaid if the prepayment occurs on or after the second anniversary and prior to the third anniversary of the First Amendment Closing Date. The Company evaluated whether the Amended Term Loan entered into in December 2021 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 repayment and retirement of the Term Loan, the Term Loan was accounted for by the Company under the extinguishment accounting model. The Company recorded a loss on extinguishment of debt of approximately $0.2 million on the Company’s statement of operations for the twelve months ended December 31, 2021, representing the write-off of deferred financing costs. The Company estimated the fair value of the Warrant using the Black-Scholes model based on the following key assumptions: Amended Term Loan Exercise price $ 17.95 Common share price on date of issuance $ 19.35 Volatility 184.4 % Risk-free interest rate 1.44 % Expected dividend yield — % Contractual term (in years) 7.00 years The Company incurred financing expenses of $7.4 million (including the fair value of the Warrant) related to the Amended Loan Agreement 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 $0.5 million and $0.3 million for the three months ended September 30, 2022, and 2021, respectively and $1.4 million and $0.7 million for the nine months ended September 30, 2022 and 2021, respectively. At September 30, 2022, the remaining unamortized balance of debt issuance costs was $6.0 million. The loan payable as of September 30, 2022 and December 31, 2021, is as follows: September 30, December 31, (in thousands) 2022 2021 Loan payable $ 70,000 $ 70,000 Add: Accreted Liability of final payment fee 6,031 5,140 76,031 75,140 Less: unamortized debt issuance costs (5,993) (7,377) 70,038 67,763 Less: principal payments — — Total loan payable 70,038 67,763 Less: current portion — (975) Loan payable non-current $ 70,038 $ 66,788

LEASES

LEASES	9 Months Ended
LEASES	Sep. 30, 2022
LEASES
LEASES	NOTE 7 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 new space in April 2016, with rental payments beginning in the third quarter of 2016. Also in connection with this lease, 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 rent expense of $0.2 million for the nine months ended September 30, 2022. 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 rent expense of $0.1 million for the nine months ended September 30, 2022. 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 $12.2 million and $9.1 million, respectively, as of September 30, 2022. Our leases have remaining lease terms of 2 years to 10 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 nine months ended September 30, 2022 and 2021: Three months ended Nine months ended September 30, September 30, September 30, (in thousands) 2022 2021 2022 2021 Operating lease cost $ 1,062 $ 532 $ 2,100 $ 1,595 Net lease cost $ 1,062 $ 532 $ 2,100 $ 1,595 As of September 30, 2022, the weighted-average remaining operating lease term was 6.63 years and the weighted-average discount rate for operating leases was 9.97%. Cash paid for amounts included in the measurement of operating lease liabilities during the nine months ended September 30, 2022 was $1.7 million. The balance sheet classification of lease liabilities was as follows: September 30, December 31, (in thousands) 2022 2021 Liabilities Lease liability current portion $ 1,616 $ 1,437 Lease liability non-current 10,582 9,847 Total lease liability $ 12,198 $ 11,284 As of September 30, 2022, the maturities of lease liabilities were as follows: Operating (in thousands) leases Remainder of 2022 $ 591 2023 2,375 2024 2,388 2025 2,100 2026 2,080 After 2027 8,436 Total lease payments 17,970 Less: interest (5,772) Present value of lease liabilities() $ 12,198 () 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.

LICENSE AGREEMENTS

LICENSE AGREEMENTS	9 Months Ended
LICENSE AGREEMENTS	Sep. 30, 2022
LICENSE AGREEMENTS
LICENSE AGREEMENTS	NOTE 8 LICENSE AGREEMENTS TG-1101 (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 September 30, 2022, we have incurred approximately $13.0 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 $18.0 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. 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 September 30, 2022 and 2021, and approximately $114,000 for each of the nine months ended September 30, 2022 and 2021. At September 30, 2022 and December 31, 2021, we have deferred revenue of approximately $0.5 million and $0.6 million, respectively, associated with this $2 million payment (approximately $0.2 million of which has been classified in current liabilities at September 30, 2022 and December 31, 2021). We may receive up to an additional $5.0 million in payments upon the achievement of pre-specified milestones. In addition, upon commercialization, Ildong will make royalty payments to us on net sales of ublituximab in the sublicense territory. TGR-1202 (Umbralisib or UKONIQ) 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 September 30, 2022, we have incurred approximately $24.0 million in expense related to the achievement of certain milestones of the Umbralisib License. Rhizen will be eligible to receive additional approval and sales-based milestone payments in the aggregate of approximately $150.0 million payable upon approval in multiple jurisdictions for up to two oncology indications and one non-oncology indication and attaining certain sales milestones. In addition, if umbralisib is co-formulated with another drug to create a new product (a New Product), Rhizen will be eligible to receive similar regulatory approval and sales-based milestone payments for such New Product. Additionally, Rhizen receives tiered royalties that escalate from high single digits to low double digits on any net sales of umbralisib and any New Product. During the three months ended September 30, 2022 the worldwide royalty due under the Umbralisib License recorded by the Company in cost of product revenue based on U.S. sales of UKONIQ was immaterial . During the nine months ended September 30, 2022, the Company recorded $0.2 million of royalties due under the Umbralisib License in cost of product revenue. As of September 30, 2022, approximately $4,700 in royalties were payable under the Umbralisib License and as of December 31, 2021, $0.2 million in royalties were payable under the Umbralisib License. Rhizen will also be eligible to participate in sublicensing revenue, if any, based on a percentage that decreases as a function of the number of patients treated in clinical trials following the exercise of the license option. Rhizen will retain global manufacturing rights to umbralisib, provided that they are price competitive with alternative manufacturers. The license will terminate on a country-by-country basis upon the expiration of the last licensed patent right or any other exclusivity right in such country, unless the agreement is earlier terminated (i) by us for any reason, or (ii) by either party due to a breach of the agreement.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
RELATED PARTY TRANSACTIONS	Sep. 30, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 9 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 $0.2 million for each of the three months ended September 30, 2022 and 2021, respectively, and expenses of approximately $0.6 million for each of the nine months ended September 30, 2022 and 2021, 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 7 – Leases for details regarding the Office Agreement with FBIO.

ORGANIZATION AND SUMMARY OF S_2

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	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, 2021. The accompanying condensed December 31, 2021 balance sheet has been derived from these statements. The results of operations for the three and nine months ended September 30, 2022 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	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 September 30, 2022, we have an accumulated deficit of $1.5 billion. Our major sources of cash have been proceeds from private placement and public offering of equity securities, and from our loan and security agreements executed with Hercules Capital, Inc. (Hercules) (see Note 6 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. We expect to continue to incur significant expenses and operating losses for the foreseeable future. Because we have withdrawn UKONIQ (umbralisib) from sale, we have no marketed products currently. We expect to continue to incur significant research and development expenses and we expect to continue to incur significant commercialization and outsourced-manufacturing expenses as we plan for the possible commercialization of ublituximab in RMS. We evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year beyond the filing of this Quarterly Report on Form 10-Q. As of September 30, 2022, we had $197.7 million in cash and cash equivalents, and investment securities. Based on our available cash resources and cash flow projections as of the date the consolidated financial statements were available for issuance, we believe that our cash and cash equivalents, and investment securities as of September 30, 2022 will provide sufficient liquidity for more than a twelve-month period from the date of filing of this Quarterly Report on Form 10-Q. Our common stock is quoted on the Nasdaq Capital Market and trades under the symbol “TGTX.”
Net Loss Per Common Share	Net Loss Per Common Share Basic net loss per share of our common stock is calculated by dividing net loss applicable to the common stock by the weighted-average number of our common stock outstanding for the period. Diluted net loss per share of common stock is the same as basic net loss per share of common stock since potentially dilutive securities from stock options, stock warrants and convertible preferred stock would have an antidilutive effect either because we incurred a net loss during the period presented or because such potentially dilutive securities were out of the money and the Company realized net income during the period presented. The cumulative amounts of potentially dilutive securities excluded from the calculation were 16,337,769 securities and 13,126,038 securities for the nine months ended September 30, 2022 and 2021, respectively. The following table summarizes our potentially dilutive securities at September 30, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Unvested restricted stock 10,901,797 10,492,731 Options 5,153,737 2,467,537 Warrants 262,100 147,058 Shares issuable upon note conversion 20,135 18,712 Total 16,337,769 13,126,038

ORGANIZATION AND SUMMARY OF S_3

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2022
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of potentially dilutive securities	The following table summarizes our potentially dilutive securities at September 30, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Unvested restricted stock 10,901,797 10,492,731 Options 5,153,737 2,467,537 Warrants 262,100 147,058 Shares issuable upon note conversion 20,135 18,712 Total 16,337,769 13,126,038

REVENUE RECOGNITION (Tables)

REVENUE RECOGNITION (Tables)	9 Months Ended
REVENUE RECOGNITION (Tables)	Sep. 30, 2022
REVENUE RECOGNITION.
Reconciliation of gross product sales to net product sales by each significant category of gross-to-net adjustments	(in thousands) Three months ended Nine months ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Gross product revenue $ - $ 2,528 $ 4,119 $ 5,167 Gross-to-net adjustments: Chargebacks and administrative fees (4) (292) (376) (487) Trade discounts and allowances 7 (128) (182) (222) Government rebates and co-payment assistance 3 (103) (279) (179) Sales returns and allowances 50 (13) (691) (25) Total gross-to-net adjustments (1) $ 56 $ (536) $ (1,528) $ (913) Net product revenue $ 56 $ 1,992 $ 2,591 $ 4,254 (1)

INVESTMENT SECURITIES (Tables)

INVESTMENT SECURITIES (Tables)	9 Months Ended
INVESTMENT SECURITIES (Tables)	Sep. 30, 2022
INVESTMENT SECURITIES
Schedule of held-to-maturity securities	The following tables summarize our investment securities at September 30, 2022 and December 31, 2021: September 30, 2022 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 October 2022 and September 2023) (held-to-maturity) $ 66,082 $ $ 924 $ 65,158 Long-term investments: Obligations of domestic governmental agencies (maturing between October 2023 and February 2024) (held-to-maturity) 21,766 824 20,942 Total short-term and long-term investment securities $ 87,848 $ — $ 1,748 $ 86,100 December 31, 2021 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 2022 and April 2022) (held-to-maturity) $ 15,876 $ — $ 4 $ 15,872 Long-term investments: Obligations of domestic governmental agencies (maturing between February 2023 and June 2023) (held-to-maturity) 35,533 160 35,373 Total short-term and long-term investment securities $ 51,409 $ — $ 164 $ 51,245

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Sep. 30, 2022
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 nine months ended September 30, 2022: (in thousands) Balance at December 31, 2021 360 Interest accrued on face value of 5% Notes 802 Change in fair value of Level 3 liabilities (1,043) Balance at September 30, 2022 $ 119

STOCKHOLDERS' EQUITY (Tables)

STOCKHOLDERS' EQUITY (Tables)	9 Months Ended
STOCKHOLDERS' EQUITY (Tables)	Sep. 30, 2022
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 nine months ended September 30, 2022: Stock Options Restricted Stock Equity awards outstanding, beginning of year 2,467,537 12,032,040 Changes during the year: Granted 2,975,000 4,051,606 Exercised or vested (130,607) (2,581,705) Expired or Forfeited (158,193) (2,075,112) Equity awards outstanding, end of period 5,153,737 11,426,829
Schedule of compensation cost related to unvested awards	As of September 30, 2022, 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 $ 9,034 $ 28,086 Expected weighted-average period in years of compensation cost to be recognized 3.5 2.3

LOAN PAYABLE (Tables)

LOAN PAYABLE (Tables)	9 Months Ended
LOAN PAYABLE (Tables)	Sep. 30, 2022
LOAN PAYABLE
Schedule of key assumptions	The Company estimated the fair value of the Warrant using the Black-Scholes model based on the following key assumptions: Amended Term Loan Exercise price $ 17.95 Common share price on date of issuance $ 19.35 Volatility 184.4 % Risk-free interest rate 1.44 % Expected dividend yield — % Contractual term (in years) 7.00 years
Schedule of loan payable	The loan payable as of September 30, 2022 and December 31, 2021, is as follows: September 30, December 31, (in thousands) 2022 2021 Loan payable $ 70,000 $ 70,000 Add: Accreted Liability of final payment fee 6,031 5,140 76,031 75,140 Less: unamortized debt issuance costs (5,993) (7,377) 70,038 67,763 Less: principal payments — — Total loan payable 70,038 67,763 Less: current portion — (975) Loan payable non-current $ 70,038 $ 66,788

LEASES (Tables)

LEASES (Tables)	9 Months Ended
LEASES (Tables)	Sep. 30, 2022
LEASES
Schedule of lease cost	Three months ended Nine months ended September 30, September 30, September 30, (in thousands) 2022 2021 2022 2021 Operating lease cost $ 1,062 $ 532 $ 2,100 $ 1,595 Net lease cost $ 1,062 $ 532 $ 2,100 $ 1,595
Schedule of classification of lease liabilities	September 30, December 31, (in thousands) 2022 2021 Liabilities Lease liability current portion $ 1,616 $ 1,437 Lease liability non-current 10,582 9,847 Total lease liability $ 12,198 $ 11,284
Schedule of lease liability maturity	As of September 30, 2022, the maturities of lease liabilities were as follows: Operating (in thousands) leases Remainder of 2022 $ 591 2023 2,375 2024 2,388 2025 2,100 2026 2,080 After 2027 8,436 Total lease payments 17,970 Less: interest (5,772) Present value of lease liabilities() $ 12,198 () 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.

ORGANIZATION AND SUMMARY OF S_4

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accumulated deficit	$ 1,474,039	$ 1,328,698
Cash and cash equivalents, and investment securities	$ 197,700

ORGANIZATION AND SUMMARY OF S_5

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Computation of diluted loss per share (Details) - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from calculation	16,337,769	13,126,038
Unvested restricted stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from calculation	10,901,797	10,492,731
Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from calculation	5,153,737	2,467,537
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from calculation	262,100	147,058
Share Issuable Upon Note Conversion [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from calculation	20,135	18,712

REVENUE RECOGNITION (Details)

REVENUE RECOGNITION (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
REVENUE RECOGNITION.
Gross product revenue		$ 2,528	$ 4,119	$ 5,167
Chargebacks and administrative fees	$ (4)	(292)	(376)	(487)
Trade discounts and allowances	7	(128)	(182)	(222)
Government rebates and co-payment assistance	3	(103)	(279)	(179)
Sales returns and allowances	50	(13)	(691)	(25)
Total gross-to-net adjustments	56	(536)	(1,528)	(913)
Net product revenue	56	$ 1,992	2,591	$ 4,254
Estimated amount of gross net accruals	$ 300		$ 300

INVESTMENT SECURITIES - Summary

INVESTMENT SECURITIES - Summary of investment securities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Amortized cost, as adjusted	$ 87,848	$ 51,409
Gross unrealized holding losses	1,748	164
Estimated fair value	86,100	51,245
Short-term Investments [Member] \| Obligations of domestic governmental agencies [Member]
Amortized cost, as adjusted	66,082	15,876
Gross unrealized holding losses	924	4
Estimated fair value	65,158	15,872
Long-term investments [Member] \| Obligations of domestic governmental agencies [Member]
Amortized cost, as adjusted	21,766	35,533
Gross unrealized holding losses	824	160
Estimated fair value	$ 20,942	$ 35,373

FAIR VALUE MEASUREMENTS - Manha

FAIR VALUE MEASUREMENTS - Manhattan Pharmaceuticals, Inc. (Details) - Manhattan and Ariston Pharmaceuticals Merger [Member] - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	9 Months Ended
	Mar. 31, 2010	Sep. 30, 2022
Fair Value Measurements
Notes Issued	$ 15.5
Debt Instrument, Term	5 years
Det instrument rate	5%	5%
Debt Instrument convertible conversion price	$ 1,125

FAIR VALUE MEASUREMENTS - Summa

FAIR VALUE MEASUREMENTS - Summary of changes in Level 3 instruments (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
FAIR VALUE MEASUREMENTS
Balance at beginning of period	$ 360
Interest accrued on face value of 5% Notes	802
Change in fair value of Level 3 liabilities	(1,043)
Balance at end of period	$ 119

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 02, 2022	Jun. 30, 2022	Dec. 31, 2021	Dec. 30, 2021	Sep. 05, 2019
Preferred stock, shares authorized	10,000,000		10,000,000
Preferred stock, par value (in dollars per share)	$ 0.001		$ 0.001
Common Stock, Shares Authorized	175,000,000		175,000,000				175,000,000
Common stock, par value (in dollars per share)	$ 0.001		$ 0.001				$ 0.001
Stock-based compensation expense	$ 7,000	$ 14,000	$ 8,134	$ 46,918
Warrants [Member] \| Loan Agreement
Warrants Outstanding	147,058		147,058
Weighted average exercise price of warrants	$ 4.08		$ 4.08
Warrants [Member] \| Amended Loan Agreement
Warrant purchase price								$ 17.95
Warrants issued								115,042
Warrants Outstanding	115,042		115,042
Weighted average exercise price of warrants	$ 17.95		$ 17.95
Unvested restricted stock
Expected weighted-average period in years of compensation cost to be recognized			2 years 3 months 18 days
Stock options
Expected weighted-average period in years of compensation cost to be recognized			3 years 6 months
2020 ATM [Member]
Percent of commission rate									3%
2022 ATM [Member]
Percent of commission rate					3%
Amended and Restated 2012 Incentive Plan [Member]
Number of additional shares that may be issued	0		0
Incentive Plan 2022
Approved shares available to be issued						17,000,000
Incentive Plan 2022 \| Maximum [Member]
Approved shares available for issue pursuant to full-value awards						10,000,000

STOCKHOLDERS' EQUITY - Stock op

STOCKHOLDERS' EQUITY - Stock option activity (Details)	9 Months Ended
STOCKHOLDERS' EQUITY - Stock option activity (Details)	Sep. 30, 2022 shares
Stock options
Equity Incentive Plans Stock Option Activity [Line Items]
Equity awards outstanding, beginning of year	2,467,537
Number of shares, Granted.	2,975,000
Number of shares, Exercised or vested	(130,607)
Number of shares, Expired or Forfeited	(158,193)
Equity awards outstanding, end of period	5,153,737
Unvested restricted stock
Equity Incentive Plans Stock Option Activity [Line Items]
Equity awards outstanding, beginning of year	12,032,040
Number of shares, Granted.	4,051,606
Number of shares, Exercised or vested	(2,581,705)
Number of shares, Expired or Forfeited	(2,075,112)
Equity awards outstanding, end of period	11,426,829

STOCKHOLDERS' EQUITY - Unvested

STOCKHOLDERS' EQUITY - Unvested awards not yet recognized (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Unvested restricted stock
Unrecognized compensation cost	$ 28,086
Expected weighted-average period in years of compensation cost to be recognized	2 years 3 months 18 days
Stock options
Unrecognized compensation cost	$ 9,034
Expected weighted-average period in years of compensation cost to be recognized	3 years 6 months

LOANS PAYABLE (Details)

LOANS PAYABLE (Details) $ in Millions		9 Months Ended	12 Months Ended
LOANS PAYABLE (Details) $ in Millions	Dec. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Feb. 28, 2019 USD ($) loan
Debt Instrument [Line Items]
Paid in kind interest rate	3.45%
Term Loan [Member]
Debt Instrument [Line Items]
Maximum term loan facility	$ 60
Amount of outstanding loan balance	7.8
Amount drawn on first advance				$ 30
Additional advances not drawn				30
Final payment fee (as a percentage)		5.95%
Term Loan [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Maximum term loan facility				$ 60
Number of advances \| loan				4
Amended Loan Agreement
Debt Instrument [Line Items]
Maximum term loan facility	200
Amount drawn on first advance	$ 70	$ 70
Loss on extinguishment of debt			$ 0.2
Amended Loan Agreement \| Within First twelve Months Of Closing Date [Member]
Debt Instrument [Line Items]
Prepayment charge (as a percent)	2%
Amended Loan Agreement \| After Twelve Months But On Or Before Twenty Four Months [Member]
Debt Instrument [Line Items]
Prepayment charge (as a percent)	1.50%
Amended Loan Agreement \| After Twenty Four Months Of Closing Date [Member]
Debt Instrument [Line Items]
Prepayment charge (as a percent)	1%
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%

LOANS PAYABLE - Warrants fair v

LOANS PAYABLE - Warrants fair value (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Dec. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Amortization of debt issuance costs				$ 1,383	$ 694
Amended Loan Agreement
Financing expenses				7,400
Unamortized balance of debt		$ 6,000		$ 6,000
Warrants [Member] \| Amended Loan Agreement
Warrant coverage percentage	2.95%
Warrants issued	115,042
Warrant purchase price	$ 17.95
Amortization of debt issuance costs		$ 500	$ 300		$ 700

LOANS PAYABLE - Estimated fair

LOANS PAYABLE - Estimated fair value of warrants (Details) - $ / shares	9 Months Ended
	Sep. 30, 2022	Dec. 30, 2021
Measurement Input, Expected Term [Member]
Contractual term (in years)	7 years
Warrants [Member]
Contractual term (in years)		7 years
Warrants [Member] \| Measurement Input, Exercise Price [Member]
Exercise price	$ 17.95
Warrants [Member] \| Measurement Input, Share Price [Member]
Common share price on date of issuance	$ 19.35
Warrants [Member] \| Measurement Input, Price Volatility [Member]
Volatility	184.40%
Warrants [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Risk-free interest rate	1.44%

LOANS PAYABLE - Summary (Detail

LOANS PAYABLE - Summary (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
LOAN PAYABLE
Loan payable	$ 70,000	$ 70,000
Add: Accreted Liability of final payment fee	6,031	5,140
Loan payable, gross	76,031	75,140
Less: unamortized debt issuance costs	(5,993)	(7,377)
Loan payable	70,038	67,763
Total loan payable	70,038	67,763
Less: Current portion		(975)
Loan payable non-current	$ 70,038	$ 66,788

LEASES (Details)

LEASES (Details) $ in Thousands	1 Months Ended			9 Months Ended
LEASES (Details) $ in Thousands	Oct. 31, 2021 USD ($)	Oct. 31, 2019 USD ($)	Oct. 31, 2014 USD ($) ft²	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Feb. 28, 2019	Jan. 01, 2019 USD ($)
Right of use assets				$ 9,079	$ 8,629
Operating Lease Liability				$ 12,198	$ 11,284
Lease additional term				2 years
Minimum [Member]
Remaining lease term				2 years
Maximum [Member]
Remaining lease term				10 years
Restatement Adjustment
Right of use assets							$ 9,500
Operating Lease Liability							$ 8,100
Office Agreement [Member]
Percentage Of Occupancy			45%
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				9.97%		10.25%
NJ Lease [Member]
Operating lease initial commitment period		5 years
Average Annual Rental Payments		$ 300
Rent expense				$ 200
NC Lease [Member]
Operating lease initial commitment period	5 years
Average Annual Rental Payments	$ 200
Rent expense				$ 100
Weighted-average discount rate for operating leases				5.65%

LEASES - Components of lease ex

LEASES - Components of lease expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
LEASES
Operating lease cost	$ 1,062	$ 532	$ 2,100	$ 1,595
Net lease cost	$ 1,062	$ 532	$ 2,100	$ 1,595

LEASES - Classification of leas

LEASES - Classification of lease liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
LEASES
Lease liability current portion	$ 1,616	$ 1,437
Lease liability non-current	10,582	9,847
Total lease liability	$ 12,198	$ 11,284

LEASES - Maturities of lease li

LEASES - Maturities of lease liabilities (Details) $ in Thousands	Sep. 30, 2022 USD ($)
LEASES
Remainder of 2022	$ 591
2023	2,375
2024	2,388
2025	2,100
2026	2,080
2027	8,436
Total lease payments	17,970
Less: Interest	(5,772)
Present value of lease liabilities	$ 12,198

LICENSE AGREEMENTS (Details)

LICENSE AGREEMENTS (Details)	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
LICENSE AGREEMENTS (Details)	Dec. 31, 2012 USD ($)	Sep. 30, 2022 USD ($) item	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) item	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Revenue		$ 94,000	$ 2,030,000	$ 2,705,000	$ 4,368,000
TG-1101 [Member]
Upfront fee	$ 2,000,000			2,000,000		$ 2,000,000
Income taxes	$ 300,000
Revenue		38,000	$ 38,000	114,000	$ 114,000
Term after first commercial sale	15 years
Deferred Revenue		500,000		500,000		600,000
Deferred Revenue, Current		200,000		200,000		200,000
TG-1101 [Member] \| Maximum [Member]
Potential milestones payable		5,000,000		5,000,000
Tgr 1202 Umbralisib [Member]
Additional payments on achievement of certain milestones		$ 150,000,000		$ 150,000,000
Number of oncology indications \| item		2		2
Number of non oncology indications \| item		1		1
TGR-1202 [Member]
Expenses incurred				$ 24,000,000
Royalty Expense				200,000		$ 200,000
Royalty payable		$ 4,700,000		4,700,000
LFB License Agreement
Additional payments on achievement of certain milestones		13,000,000		$ 13,000,000
LFB Group [Member]
Term after first commercial sale				15 years
Additional payments on achievement of certain milestones		$ 18,000,000		$ 18,000,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Shared Services Agreement [Member]
Related Party Transaction [Line Items]
Expenses incurred	$ 0.2	$ 0.2	$ 0.6	$ 0.6