TG Therapeutics, Inc. (NASDAQ:TGTX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
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Entry into a Material Definitive Agreement |
On March 9, 2017, TG Therapeutics,Inc. (TG or the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with Jefferies LLC, as representative of the several
underwriters named therein (the Underwriters). to the
Underwriting Agreement, the Company agreed to sell to the
Underwriters, in a firm commitment underwritten public offering,
5,128,206 shares (the Firm Shares) of the Companys common stock,
$.001 par value per share (Common Stock), at a price to the
public of $9.75 per share, less underwriting discounts and
commissions. In addition, to the Underwriting Agreement, the
Company has granted the Underwriters an option, exercisable for
30 days, to purchase up to an additional 769,230 shares of Common
Stock (the Additional Shares, together with the Firm Shares, the
Shares). The transactions contemplated by the Underwriting
Agreement are expected to close on March 14, 2017, subject to the
satisfaction of customary closing conditions. A copy of the
Underwriting Agreement is attached hereto as Exhibit1.1 and is
incorporated by reference herein.
Jefferies LLC is acting as sole book-running manager for the
offering.
The net proceeds to the Company are expected to be approximately
$46.8 million, assuming no exercise of the option to purchase
Additional Shares and after deducting underwriting discounts and
commissions and estimated expenses payable by the Company
associated with the offering.
The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act
of 1933, as amended (the Securities Act), other obligations of
the parties and termination provisions.
The offering is being made to the Companys effective shelf
registration statement on FormS-3 (File No.333-201339) (the
Registration Statement) filed with the Securities and Exchange
Commission (the SEC) on December 31, 2014, which was declared
effective by the SEC on January 21, 2015, as supplemented by a
preliminary prospectus supplement filed with the SEC on March 8,
2017 and a final prospectus supplement filed with the SEC on
March 9, 2017, to Rule424(b)under the Securities Act.
Alston Bird LLP, counsel to the Company, delivered an opinion as
to the validity of the Shares, a copy of which is attached hereto
as Exhibit5.1 and is incorporated by reference herein.
This Current Report on Form8-K is being filed to incorporate the
Underwriting Agreement and opinion by reference into such
Registration Statement. The foregoing summary description of the
offering and the documentation related thereto, including without
limitation, the Underwriting Agreement, does not purport to be
complete and is qualified in its entirety by reference to such
Exhibits.
The Underwriting Agreement has been included to provide investors
and security holders with information regarding its terms. It is
not intended to provide any other factual information about the
Company. The representations, warranties and covenants contained
in the Underwriting Agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit
of the parties to such agreement, and may be subject to
limitations agreed upon by the contracting parties, including
being qualified by confidential disclosures exchanged between the
parties in connection with the execution of the Underwriting
Agreement. The representations and warranties may have been made
for the purposes of allocating contractual risk between the
parties to the agreement instead of establishing these matters as
facts, and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to
investors. Investors are not third-party beneficiaries under the
Underwriting Agreement and should not rely on the
representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the Company or any of its subsidiaries or
affiliates. Moreover, information concerning the subject matter
of the representations and warranties may change after the date
of the Underwriting Agreement, and this subsequent information
may or may not be fully reflected in the Companys public
disclosures.
| Item 8.01. | Other Events. |
On March 9, 2017, the Company entered into an underwriting
agreement with the Underwriters. to the Underwriting Agreement,
the Company agreed to sell to the Underwriters, and the
Underwriters agreed to purchase for resale to the public,
5,128,206 shares of the Companys Common Stock, along with an
option to purchase, exercisable for 30 days, up to an additional
769,230 shares. This Current Report on Form 8-K is being filed in
part to incorporate the Expense Table set forth below and the
opinion by reference into such Registration Statement.
| Securities and Exchange Commission Registration Fee | $* |
| Legal Fees and Expenses | $100,000 |
| Accountants Fees and Expenses | $50,000 |
| Printing and Duplicating Expenses | $50,000 |
| Transfer Agents Fees and Expenses | $10,000 |
| Miscellaneous Expenses | $15,000 |
| Total | $225,000 |
*Previously paid
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed as part of this report:
| Exhibit Number |
Description |
|
| 1.1 |
Underwriting Agreement, dated March 9, 2017, between TG Therapeutics, Inc. and Jefferies LLC, as representative of the several underwriters named therein. |
|
| 5.1 | Opinion of Alston Bird LLP. | |
| 23.1 |
Consent of Alston Bird LLP (included in the opinion filed as Exhibit 5.1). |
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About TG Therapeutics, Inc. (NASDAQ:TGTX)
TG Therapeutics, Inc. (TG) is a biopharmaceutical company focused on the acquisition, development and commercialization of treatments for b-cell malignancies and autoimmune diseases. The Company is developing over two therapies targeting hematological malignancies. TG-1101 (ublituximab) is a glycoengineered monoclonal antibody that targets a specific epitope on the CD20 antigen found on mature B-lymphocytes. The Company is also developing TGR-1202, an orally available Phosphoinositide 3-kinase (PI3K) delta inhibitor. Both TG-1101 and TGR-1202 are in clinical development for patients with hematologic malignancies. The Company also has pre-clinical programs focusing on developing interleukin-1 receptor-associated kinase 4 (IRAK4) inhibitors and anti-PD-L1 and anti-GITR antibodies. The Company also evaluates complementary products, technologies and companies for in-licensing, partnership, acquisition and investment opportunities. TG Therapeutics, Inc. (NASDAQ:TGTX) Recent Trading Information
TG Therapeutics, Inc. (NASDAQ:TGTX) closed its last trading session up +1.65 at 11.80 with 11,636,270 shares trading hands.