TG Therapeutics Terminates Material Agreement

TL;DR

TG Therapeutics just axed a big deal, effective immediately. What's next?

AI Summary

On August 2, 2024, TG Therapeutics, Inc. announced the termination of its Material Definitive Agreement with a third party, effective immediately. The company also reported its results of operations and financial condition for the period ending August 2, 2024. This filing also includes other events and financial statements.

Why It Matters

The termination of a material agreement could impact TG Therapeutics' ongoing operations, partnerships, or financial projections, requiring investors to assess the company's strategic adjustments.

Risk Assessment

Risk Level: medium — Termination of a material definitive agreement can introduce uncertainty regarding future operations and financial performance.

Key Players & Entities

• TG Therapeutics, Inc. (company) — Registrant
• August 2, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-32639 (identifier) — Commission File Number
• 36-3898269 (identifier) — IRS Employer Identification Number

FAQ

Key Financial Figures

• $250 million — ") entered into a term loan facility of $250 million (the "Initial Term Loan") with Blue Owl
• $100 million — an aggregate principal amount of up to $100 million. The Initial Term Loan will mature on
• $12.5 m — ng June 30, 2028, in an amount equal to $12.5 million, with the balance due and payable

Filing Documents

• tgtx20240805_8k.htm (8-K) — 41KB
• ex_708490.htm (EX-99.1) — 157KB
• 0001437749-24-024718.txt ( ) — 349KB
• tgtx-20240802.xsd (EX-101.SCH) — 3KB
• tgtx-20240802_def.xml (EX-101.DEF) — 11KB
• tgtx-20240802_lab.xml (EX-101.LAB) — 15KB
• tgtx-20240802_pre.xml (EX-101.PRE) — 11KB
• tgtx20240805_8k_htm.xml (XML) — 3KB

01. Entry into Material Definitive Agreement

Item 1.01. Entry into Material Definitive Agreement On August 2, 2024 (the "Closing Date"), TG Therapeutics, Inc. (the "Company" or the "Borrower") entered into a term loan facility of $250 million (the "Initial Term Loan") with Blue Owl Capital Corporation, as administrative agent (the "Administrative Agent"), HealthCare Royalty and Blue Owl Capital under the Financing Agreement (as defined below). The Initial Term Loan is governed by a financing agreement, dated as of the Closing Date (the "Financing Agreement"), which provides for (i) a single draw of the Initial Term Loan on the Closing Date and (ii) an uncommitted additional facility in an aggregate principal amount of up to $100 million. The Initial Term Loan will mature on August 2, 2029 (the "Term Loan Maturity Date"). The Initial Term Loan accrues interest at a per annum rate of interest equal to an applicable margin plus, at the Borrower's option, either (a) at a base rate determined by reference to the highest of (1) the prime rate published by the Wall Street Journal, (2) the federal funds effective rate plus 0.50% and (3) Term SOFR, plus 1.00% or (b) Term SOFR, which, shall be no less than 1.00%. The applicable margin for borrowings of the Initial Term Loan is determined on a quarterly basis by reference to a pricing grid based on the achievement of US Net Sales (as defined in the Financing Agreement) for the most recently completed four consecutive fiscal quarters of the Borrower and its Subsidiaries (as defined in the Financing Agreement). The pricing grid commences at 5.50% for SOFR borrowings and 4.50% for base rate borrowings and is subject to a 25 basis point step-down upon achievement of a specified US Net Sales threshold. The Initial Term Loan requires scheduled quarterly amortization payments, commencing with the fiscal quarter ending June 30, 2028, in an amount equal to $12.5 million, with the balance due and payable on the Term Loan Maturity Date provided that such amortization payments ma

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement On the Closing Date, the Company repaid all outstanding principal and accrued interest and fees under the Amended Loan and Security Agreement, dated as of March 31, 2023 (as amended to date, the "Existing Loan Agreement"), by and among the Company and TG Biologics Inc., as borrowers, and Hercules Capital, Inc. ("Hercules") (such repayment, the "Refinancing"), which Refinancing was funded with the proceeds from the Initial Term Loan. The Existing Loan Agreement was effectively terminated and all guarantees and liens granted thereunder were released on the Closing Date upon the consummation of the Refinancing.

2. Results of Operations and Financial Condition

Item 2.2. Results of Operations and Financial Condition. On August 6, 2024, the Company issued a press release announcing results of operations for the three and six months ended June 30, 2024. A copy of such press release is being furnished as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information included in Item 2.02 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. Other Events

Item 8.01. Other Events Share Repurchase Plan On August 6, 2024, the Company announced that the Board of Directors (the "Board") of the Company had authorized and approved a share repurchase program for up to $100 million of the currently outstanding shares of the Company's common stock. Under the share repurchase program, the Company intends to repurchase shares through open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. The Board also authorized the Company to enter into written trading plans under Rule 10b5-1 of the Exchange Act. Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows a company to repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading blackout periods or pursuant to insider trading laws. Under any Rule 10b5-1 trading plan, the Company's third-party broker, subject to U.S. Securities and Exchange Commission ("SEC") regulations regarding certain price, market, volume and timing constraints, would have authority to purchase the Company's common stock in accordance with the terms of the plan. The Company may from time to time enter into Rule 10b5-1 trading plans to facilitate the repurchase of its common stock pursuant to its share repurchase program. The Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions and alternative investment opportunities. Information regarding share repurchases will be available in the Company's periodic reports on Form 10-Q and 10-K filed with the SEC as required by the applicable rules of the Exchange Act. 10-K/A Filing In July of 2024, the Company identified an error related to the expense recognition of

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press release issued by TG Therapeutics, Inc., dated August 6, 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: August 6, 2024 By: /s/ Sean A. Power Sean A. Power Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR