UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of
1934
Date of report
(Date of earliest event reported): January 8, 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:
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Written communications pursuant to Rule 425
under the Securities Act.
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act.
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Pre-commencement communications pursuant to Rule
14d-2b under the Exchange Act.
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act.
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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.
Exclusive License Agreement
On
January 8, 2018 (the “Effective Date”), TG Therapeutics,
Inc. (the “Company”) entered into a global
exclusive license agreement (the “Agreement”) with Jiangsu Hengrui
Medicine Co. (“Jiangsu”) to acquire worldwide
intellectual property rights and for the research, development,
manufacturing, and commercialization of products containing or
comprising of any of Jiangsu’s Bruton’s Tyrosine Kinase
inhibitors containing the compounds of either SHR-1459 (EBI-1459)
or SHR-1266 (EBI-1266). Pursuant to the Agreement, the Company will
pay Jiangsu an upfront fee of $1,000,000 payable in Company stock.
Jiangsu is eligible to receive milestone payments
totaling approximately $350,000,000 upon and subject to the
achievement of certain milestones. Various provisions allow for
payments in conjunction with the Agreement to be made in cash or
Company stock, while others limit the form of payment. Royalty
payments in the low double digits are due on net sales of licensed
products and revenue from sublicenses. Additionally, prior to the
Company agreeing to license, sell, develop, or commercialize
ublituximab (TG-1101) within China, the Company shall notify
Jiangsu, giving Jiangsu the right of first offer.
The
term of the Agreement expires after the expiration of the last
royalty term to expire with respect to any of the patent rights
under the Agreement. Either the Company or Jiangsu may terminate
the Agreement upon notice to the other upon breach without remedy
or upon insolvency. In addition, either party may terminate the
Agreement upon the happening of a material breach, after providing
the other party with adequate notice and allowing 45 days to
cure.
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.
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: January 8, 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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