0001144204-12-043694.txt : 20120808 0001144204-12-043694.hdr.sgml : 20120808 20120808164815 ACCESSION NUMBER: 0001144204-12-043694 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120802 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120808 DATE AS OF CHANGE: 20120808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TG THERAPEUTICS, INC. CENTRAL INDEX KEY: 0001001316 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 363898269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32639 FILM NUMBER: 121017387 BUSINESS ADDRESS: STREET 1: 787 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 554-4484 MAIL ADDRESS: STREET 1: 787 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: MANHATTAN PHARMACEUTICALS INC DATE OF NAME CHANGE: 20030310 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC TECHNOLOGY VENTURES INC DATE OF NAME CHANGE: 20000330 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC PHARMACEUTICALS INC DATE OF NAME CHANGE: 19960703 8-K 1 v320738_8k.htm CURRENT REPORT

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): August 2, 2012

TG Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

001-32639

(Commission File Number)

36-3898269

(IRS Employer Identification No.)

787 Seventh Ave, 48^th Floor

New York, New York 10019

(Address of Principal Executive Offices)

(212) 554-4305

(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.

Item 1.01.

Entry into a Material Definitive Agreement.

On December 29, 2011, Opus Point Partners, LLC, a Delaware corporation (“Opus”), TG Biologics, Inc. (f/k/a TG Therapeutics, Inc.), a Delaware corporation (“TG Biologics”) and TG Therapeutics, Inc. (f/k/a Manhattan Pharmaceuticals, Inc.), a Delaware corporation (the “Company,” and collectively with Opus and TG Biologics, the “Parties”) entered into an Exchange Transaction Agreement (the “Agreement”). TG Biologics is a subsidiary of the Company.

On August 2, 2012, the Parties executed an amendment to the Agreement (“Amendment No. 1”) which set the number of members of the board of directors of the Company (the “Board of Directors”) at six, which cannot be increased further without the consent of Opus. Amendment No. 1 also grants Opus the right to nominate three of the six members of the Board of Directors until the later of (x) two years from the Closing Date of the Agreement (as defined therein), or (y) the date on which Opus beneficially owns less than 10% of the Company’s common stock as calculated pursuant to the rules and regulations under Section 13 of the Securities Exchange Act of 1934, as amended.

The foregoing summary of Amendment No. 1 does not purport to be a complete description, and is qualified by the full text of the amendment. A copy of Amendment No. 1 is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01

Financial Statements And Exhibits.

	(d)	Exhibits.
	10.1	Amendment No. 1 to Exchange Transaction Agreement, dated as of December 29, 2011, by and among Opus Point Partners, LLC, TG Biologics, Inc. and TG Therapeutics, Inc.

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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.

	TG Therapeutics, Inc.
	(Registrant)


Date: August 8, 2012

	By:	/s/ Sean A. Power
		Sean A. Power
		Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit
Number	Description

10.1	Amendment No. 1 to Exchange Transaction Agreement, dated as of December 29, 2011, by and among Opus Point Partners, LLC, TG Biologics, Inc. and TG Therapeutics, Inc.

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EX-10.1 2 v320738_ex10-1.htm EXHIBIT 10.1

AMENDMENT NO. 1

TO EXCHANGE TRANSACTION AGREEMENT

This Amendment No. 1 (this “Amendment”) to that certain Exchange Transaction Agreement (the “Agreement”), dated as of December 29, 2011, by and among Opus Point Partners, LLC, a Delaware corporation (“Opus”), TG Biologics, Inc. (f/k/a TG Therapeutics, Inc.), a Delaware corporation (“TG Biologics”) and TG Therapeutics, Inc. (f/k/a Manhattan Pharmaceuticals, Inc.), a Delaware corporation (“TG Therapeutics”), is entered into by and among the aforementioned parties (Opus, TG Biologics and TG Therapeutics, collectively, the “Parties”), this 2^nd day of August 2012. TG Therapeutics agrees to be bound by the terms and conditions of the Agreement, as amended herein. All capitalized terms not herein defined shall have the meaning ascribed to them in the Agreement and that certain Confidential Offering Memorandum, dated December 1, 2011, as amended or supplemented from time to time, including all attachments, schedules and exhibits thereto.

The Parties hereby agree to the following amendments:

Section 5.5(a) of the Agreement is hereby stricken in its entirety and replaced with the following:

The Board of Directors of the Company shall be set at six members, and shall not be increased without the consent of Opus. In addition, at every annual meeting of the stockholders, or at any special meeting to elect directors, Opus shall have the right to nominate three of the six members of the Board of Directors of the Company, until the later of (x) two years from the Closing Date, or (y) the date on which Opus is less than a beneficial owner of 10% of the Company as calculated pursuant to the rules and regulations under Section 13 of the Securities Exchange Act of 1934, as amended.

All references to “Opus” in the Agreement shall mean Opus and affiliates.

Section 1.1 of the Agreement is revised to add the following definition:

“Affiliate” shall mean any director, member or officer of Opus and any person who is under the control of, or common control with Opus.

Each of the Parties shall execute such further documents and instruments and take such further actions as may reasonably be requested by any other Party in order to effect the amendments contemplated herein.

Except as set forth herein, the Agreement shall remain in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have duly executed this Amendment, which may be executed in one or more counterparts, all of which together constituting one and the same agreement, as of the date first set forth above.

TG THERAPEUTICS, INC.

By:	/s/ Michael Weiss
	Name: Michael Weiss
	Title: Chief Executive Officer


TG BIOLOGICS, INC.


By:	/s/ Michael Weiss
	Name: Michael Weiss
	Title: Chief Executive Officer


OPUS POINT PARTNERS, LLC


By:	/s/ Michael Weiss
	Name: Michael Weiss
	Title: Manager