TG Therapeutics Files 8-K on Material Definitive Agreement

TL;DR

**TGTX just signed a big deal, could be a game-changer.**

AI Summary

TG Therapeutics, Inc. filed an 8-K on January 10, 2024, reporting an event that occurred on January 7, 2024, related to an entry into a material definitive agreement. This filing indicates a significant corporate action, likely a new contract or partnership, which could impact the company's future operations and financial performance. For investors, this matters because material agreements can be catalysts for growth or present new risks, directly affecting the stock's valuation and future prospects.

Why It Matters

This filing signals a new, important agreement for TG Therapeutics, which could significantly alter its business trajectory, potentially leading to new revenue streams or strategic partnerships.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement but lacks specific details, making it impossible to assess the full impact, which could be positive or negative.

Analyst Insight

A smart investor would monitor TG Therapeutics, Inc. for subsequent filings or press releases that provide specific details about the 'Material Definitive Agreement' to understand its financial implications and strategic value.

Key Players & Entities

• TG Therapeutics, Inc. (company) — the registrant filing the 8-K
• January 7, 2024 (date) — date of the earliest event reported
• January 10, 2024 (date) — date the 8-K was filed
• 001-32639 (other) — Commission File Number for TG Therapeutics, Inc.
• TGTX (other) — trading symbol for TG Therapeutics, Inc.
• Nasdaq Capital Market (other) — exchange where TG Therapeutics, Inc. common stock is traded

FAQ

Key Financial Figures

• $7.5 m — make an upfront payment to Precision of $7.5 million, consisting of (i) $5.25 million
• $5.25 million — sion of $7.5 million, consisting of (i) $5.25 million in cash and (ii) $2.25 million, as an e
• $2.25 m — g of (i) $5.25 million in cash and (ii) $2.25 million, as an equity investment, for the
• $0.77 — Precision's common stock at a price of $0.77 per share. Within 12 months of the Lice
• $2.5 million — Company will make a deferred payment of $2.5 million to Precision, consisting of an equity i
• $7.5 million — sed milestones, the Company will make a $7.5 million payment to Precision, a portion of whic
• $288 million — ision will be eligible to receive up to $288 million in additional milestone payments based

Filing Documents

• tgtx20240109_8k.htm (8-K) — 34KB
• ex_613911.htm (EX-99.1) — 35KB
• 0001437749-24-001061.txt ( ) — 210KB
• tgtx-20240107.xsd (EX-101.SCH) — 3KB
• tgtx-20240107_def.xml (EX-101.DEF) — 11KB
• tgtx-20240107_lab.xml (EX-101.LAB) — 15KB
• tgtx-20240107_pre.xml (EX-101.PRE) — 11KB
• tgtx20240109_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.   On January 7, 2024, TG Therapeutics, Inc. (the "Company") and its wholly-owned subsidiary, TG Cell Therapy, Inc., entered into a License Agreement (the "License Agreement") with Precision BioSciences, Inc. ("Precision"), pursuant to which Precision granted the Company certain exclusive and non-exclusive license rights to develop, manufacture, and commercialize Precision's allogeneic CAR T therapy azercabtagene zapreleucel ("azer-cel") for the treatment of autoimmune and other non-oncology diseases and conditions (collectively, the "Field").   Pursuant to the License Agreement, the Company will make an upfront payment to Precision of $7.5 million, consisting of (i) $5.25 million in cash and (ii) $2.25 million, as an equity investment, for the purchase of 2,920,816 shares of Precision's common stock at a price of $0.77 per share. Within 12 months of the License Agreement, the Company will make a deferred payment of $2.5 million to Precision, consisting of an equity investment in Precision's common stock at a 100% premium to the 30-day volume-weighted average price (the "30-day VWAP") prior to purchase. Upon achievement of certain near-term clinical or time-based milestones, the Company will make a $7.5 million payment to Precision, a portion of which will also be an equity investment in Precision's common stock at a 100% premium to the 30-day VWAP prior to purchase. Precision will be eligible to receive up to $288 million in additional milestone payments based on the achievement of certain clinical, regulatory, and commercial milestones. In addition, the Company is obligated to pay Precision high-single-digit to low-double-digit royalties on net sales of the licensed product on a country-by-country basis until the latest to occur of patent expiration, loss of regulatory exclusivity, and a period of ten years following the first commercial sale of the licensed product in such country. The Company h

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure.   On January 10, 2024, the Company issued a press release entitled "TG Therapeutics Provides Preliminary Fourth Quarter and Full Year 2023 Net Revenue and 2024 Anticipated Milestones."   For purposes of this Item 7.01, the Company is furnishing a copy of the press release, which is attached hereto as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information included in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.  

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.       Exhibit No.   Description       99.1   Press release issued by TG Therapeutics, Inc., dated January 10, 2024. Exhibit 104   The cover page from this Current Report on Form 8-K formatted in Inline XBRL.        

SIGNATURES

SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.   TG Therapeutics, Inc.   (Registrant)   Date: January 10, 2024 By: /s/ Sean A. Power    Sean A. Power    Chief Financial Officer      

View Full Filing

View this 8-K filing on SEC EDGAR