SC 13G/A: TG THERAPEUTICS, INC.

AI Summary

SC 13G/A filing by TG THERAPEUTICS, INC..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securitie

Filing Documents

• p24-0324sc13ga.htm (SC 13G/A) — 73KB
• 0000902664-24-001654.txt ( ) — 75KB

(a)

Item 1(a). NAME OF ISSUER TG Therapeutics, Inc. (the “ Issuer ”)

(b)

Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES 3020 Carrington Mill Blvd, Suite 475, Morrisville, North Carolina 27560.

(a)

Item 2(a). NAME OF PERSON FILING This statement is filed by: (i) Darwin Global Management, Ltd., a limited company incorporated under the laws of Jersey (“ Darwin Global ”). The shares of Common Stock (as defined in Item 2(d) below) to which this filing relates are held directly by (a) Master Fund (as defined below), to which Darwin Global serves as investment manager and (b) a sub-account (the “ Managed Account ”) to which Darwin Global serves as sub-advisor; (ii) Dr. Abhishek Trehan (“ Dr. Trehan ”), the Chief Investment Officer and the controlling person of Darwin Global, with respect to the shares of Common Stock held by each of Master Fund and the Managed Account; and (iii) Darwin Global Master Fund Ltd. (“ Master Fund ”), a Cayman Islands exempted company, with respect to the shares of Common Stock held by it. The foregoing persons are hereinafter sometimes each referred to a “ Reporting Person ” and collectively referred to as the “ Reporting Persons .” The filing of this statement should not be construed as an admission that any Reporting Person is, for purposes of Section 13 of the Act, the beneficial owner of the securities reported herein.

(b)

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE The address of the business office of each of the Reporting Persons is Whiteley Chambers, Don Street, St. Helier, Jersey JE2 4TR.

(c)

Item 2(c). CITIZENSHIP Darwin Global is a Jersey limited company. Dr. Trehan is a British citizen. Master Fund is a Cayman Islands exempted company.

(d)

Item 2(d). TITLE OF CLASS OF SECURITIES Common Stock, par value $0.001 per share (the “Common Stock”). CUSIP No. 88322Q108 13G/A Page 6 of 8 Pages

(e)

Item 2(e). CUSIP NUMBER 88322Q108 Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) Broker or dealer registered under Section 15 of the Act; (b) Bank as defined in Section 3(a)(6) of the Act; (c) Insurance company as defined in Section 3(a)(19) of the Act; (d) Investment company registered under Section 8 of the Investment Company Act of 1940; (e) o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k) Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:_________________________________________ Item 4. The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page and is incorporated herein by reference. The percentage set forth in Row 11 of this Schedule 13G is calculated based upon 151,410,073 shares of Common Stock outstanding as of November 1, 2023, as reported in the Issuer’s Quarterly Report for the quarterly period ended September 30, 2023 on Form 10-K filed with the Securities and Exchange Commission on November 6, 2023. CUSIP No. 88322Q108 13G/A Page 7 of 8 Pages Item 5. If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. DATE: February 14, 2024 DARWIN GLOBAL MANAGEMENT, LTD. /s/ John Legge Name:John Legge Title: Director and Chief Financial Officer /s/ Dr. Abhishek Trehan DR. ABHISHEK TREHAN DARWIN GLOBAL Master fund, LTD. By: DARWIN GLOBAL MANAGEMENT, LTD , its investment manager /s/ John Legge Name:John Legge Title: Director and Chief Financial Officer

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