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): July 18, 2013

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) 554-4484

(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.

Item 9.01 Financial Statements And Exhibits.

(d) Exhibits.

99.1 Underwriting Agreement between TG Therapeutics, Inc. and Roth Capital Partners, LLC, as representative of the several underwriters, dated July 18, 2013.

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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: July 18, 2013
	By:	/s/ Sean A. Power
		Sean A. Power
		Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit

Number Description

99.1 Underwriting Agreement between TG Therapeutics, Inc. and Roth Capital Partners, LLC, as representative of the several underwriters, dated July 18, 2013.

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