UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM 8-K
_____________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of
1934
Date of report
(Date of earliest event reported): June 18, 2018
TG Therapeutics, Inc.
(Exact Name of
Registrant as Specified in Charter)
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Delaware
(State or Other
Jurisdiction
of
Incorporation)
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001-32639
(Commission File
Number)
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36-3898269
(IRS Employer
Identification No.)
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2 Gansevoort Street, 9th
Floor
New York, New York 10014
(Address of
Principal Executive Offices)
(212) 554-4484
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities
Act.
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act.
☐
Pre-commencement
communications pursuant to Rule 14d-2b under the Exchange
Act.
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act.
Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2). Emerging growth company
☐
If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive
Agreement.
On
June 18, 2018, (the “Effective Date”), TG Therapeutics,
Inc. (The “Company”) entered into a Joint
Venture and License Option Agreement (the “Agreement”) with Novimmune SA
(“Novimmune”) to
collaborate on the development and commercialization of
Novimmune’s novel first-in-class anti-CD47/anti-CD19
bispecific antibody known as TG-1801 (previously NI-1701). The
companies will jointly develop the product on a worldwide basis,
focusing on indications in the area of hematologic B-cell
malignancies. The Company serves as the primary responsible party
for the development, manufacturing and commercialization of the
product. The Company will make an upfront payment of $3 million in
shares of the Company’s common stock, for which they have
agreed to file a resale registration statement. Further milestone
payments will be paid based on early clinical development, and the
Company will be responsible for the costs of clinical development
of the product through the end of the Phase 2 clinical trials,
after which the Company and Novimmune will be jointly responsible
for all development and commercialization costs. The Company and
Novimmune will each maintain an exclusive option, exercisable at
specific times during development, for the Company to license the
rights to TG-1801, in which case Novimmune will be eligible to
receive additional payments totaling approximately $185 million as
well as tiered royalties on net sales in the high single to low
double digits.
The summary of the Agreement set forth above does not purport to be complete and is subject to and qualified in its entirety by reference to the text of such Agreement. We intend to file the Agreement as an exhibit to our next periodic report.
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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.
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TG Therapeutics, Inc.
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(Registrant)
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Date: June 20,
2018
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By: /s/
Sean A.
Power
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Sean A.
Power
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Chief Financial
Officer
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