TG Therapeutics Files 2023 Annual Report Amendment

TL;DR

TG Therapeutics filed its amended 2023 10-K on Aug 9, 2024. Check for updates.

AI Summary

TG Therapeutics, Inc. filed an amendment (10-K/A) to its annual report for the fiscal year ended December 31, 2023. This amendment, filed on August 9, 2024, provides updated information regarding the company's financial performance and business operations. The company, previously known as Manhattan Pharmaceuticals Inc., is incorporated in Delaware and operates in the pharmaceutical preparations sector.

Why It Matters

This filing provides updated disclosures for the fiscal year 2023, which could contain material information for investors regarding the company's financial health and strategic direction.

Risk Assessment

Risk Level: medium — As a pharmaceutical company, TG Therapeutics faces inherent risks related to drug development, regulatory approvals, and market competition.

Key Numbers

• 2023 — Fiscal Year End (The annual report covers the period ending December 31, 2023.)
• 1-32639 — SEC File Number (This is the company's official SEC file number.)

Key Players & Entities

• TG THERAPEUTICS, INC. (company) — Registrant
• December 31, 2023 (date) — Fiscal year end
• August 9, 2024 (date) — Filing date of amendment
• MANHATTAN PHARMACEUTICALS INC (company) — Former company name
• Delaware (location) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — Exchange Name Common Stock, par value $0.001 TGTX Nasdaq Capital Market Securit
• $140.0 million — zed a non-refundable upfront payment of $140.0 million as License Revenue related to the Comme

Filing Documents

• tgtx20231231_10ka.htm (10-K/A) — 72KB
• ex_711435.htm (EX-23.1) — 2KB
• ex_711518.htm (EX-31.1) — 12KB
• ex_711519.htm (EX-31.2) — 12KB
• ex_711520.htm (EX-32.1) — 5KB
• ex_711521.htm (EX-32.2) — 6KB
• 0001437749-24-025850.txt ( ) — 334KB
• tgtx-20231231.xsd (EX-101.SCH) — 3KB
• tgtx-20231231_def.xml (EX-101.DEF) — 17KB
• tgtx-20231231_lab.xml (EX-101.LAB) — 23KB
• tgtx-20231231_pre.xml (EX-101.PRE) — 18KB
• tgtx20231231_10ka_htm.xml (XML) — 9KB

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. In light of the material weakness described above and below, our independent registered public accounting firm has amended their audit reports, which are included below. Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors TG Therapeutics, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of TG Therapeutics, Inc. and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 29, 2024, except for the restatement as to the effectiveness of internal control over financial reporting for the material weakness related to share-based payment awards, as to which the date is August 9, 2024, expressed an adverse opinion on the effectiveness of the Company's internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company's management. Our responsibil

CONTROLS AND PROCEDURES

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures. As of December 31, 2023, management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (Exchange Act)). Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms. Based upon that evaluation, our Chief Executive and Chief Financial Officers concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective due to the material weakness in internal control over financial reporting described below under the heading "Management's Annual Report on Internal Control over Financial Reporting (Restated)." In light of the material weakness described below, management performed additional analyses and other procedures to ensure that our consolidated financial statements were prepared in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP"). Accordingly, management believes that the consolidated financial statements included in the Original Form 10-K fairly present, in all material respects, our financial position, results of operations, and cash flows as of and for the periods presented, in accordance with U.S. GAAP. Management ' s Annual Report on Internal Control over Financial Reporting (Restated). Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act). Our management, with the participation of the

EXHIBITS and FINANCIAL STATEMENT SCHEDULES

ITEM 15. EXHIBITS and FINANCIAL STATEMENT SCHEDULES. 3. Exhibits The following exhibits are filed herewith or incorporated herein by reference: Exhibit Number Exhibit Description 23.1 Consent of Independent Registered Public Accounting Firm (KPMG, LLP). # 31.1 Certification of Principal Executive Officer. # 31.2 Certification of Principal Financial Officer. # 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. # 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. # 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) # Filed Herewith.

SIGNATURES

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. TG THERAPEUTICS, INC. Date: August 9, 2024 By: /s/ Michael S. Weiss Michael S. Weiss Chairman and Chief Executive Officer

View Full Filing

View this 10-K/A filing on SEC EDGAR